DEF 14A of Primerica, Inc., Mar 27, 2024

DEF 14A of Primerica, Inc.

Filed Mar 27, 2024 · FY20230001193125-24-078288

Open on EDGAR

  1. Possible Meeting by

    Possible Meeting by

  2. Possible Meeting by

    | Remote Communication | In the event it is not possible or advisable to hold our Annual Meeting in person due to public health concerns or other protocols, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our investor relations website at https://investors.primerica.com for updated information. |

  3. Possible Meeting by

    Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be Held on May 8, 2024. The Proxy Statement and the 2023 Annual Report to Stockholders are available free of charge at www.proxyvote.com. By Order of Our Board of Directors, STACEY K. GEER Executive Vice President, Chief Governance and Risk Officer and Corporate Secretary Duluth, Georgia

  4. Possible Meeting by

    | PROXY SUMMARY | 2 | | MATTERS TO BE VOTED ON | 8 | | Proposal 1: Election of Directors | 8 | | Proposal 2: Advisory Vote on Executive Compensation (Say-on-Pay) | 9 | | Proposal 3: Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm | 10 | | GOVERNANCE | 12 | | Board Structure | 12 | | Board Diversity | 13 | | Board Evaluation Process | 14 | | Board’s and Management’s Roles in Risk Oversight | 14 | | Stockholder Engagement | 16 | | Sustainability Matters | 17 | | Director Independence | 22 | | Director Nomination Process | 23 | | Proxy Access | 25 | | Majority Voting Standard for Director Elections | 25 | | Communicating with our Board of Directors | 25 | | BOARD OF DIRECTORS | 27 | | Board Members | 27 | | Director Qualifications | 38 | | Board Meetings | 39 | | Board Committees | 39 | | Director Service on Other Public Boards (Overboarding Policy) | 40 | | Director Compensation | 42 | | EXECUTIVE COMPENSATION | 45 | | Compensation Committee Message | 45 | | Compensation Discussion and Analysis (CD&A) | 48 | | Compensation Committee Interlocks and Insider Participation | 68 | | Compensation Committee Report | 68 | | Compensation Tables | 69 | | Potential Payments and Other Benefits Upon Termination or Change of Control | 74 | | Pay Versus Performance (PVP) | 77 | | Pay Ratio | 81 | | Employee, Officer and Director Hedging | 82 | | Employment Agreements | 83 | | AUDIT MATTERS | 87 | | Audit Committee Report | 87 | | Fees and Services of KPMG | 89 | | STOCK OWNERSHIP | 90 | | Directors and Executive Officers | 90 | | Principal Stockholders | 92 | | RELATED PARTY TRANSACTIONS | 94 | | INFORMATION ABOUT VOTING AND THE ANNUAL MEETING | 95 | | OTHER STOCKHOLDER INFORMATION | 101 | | Other Information | 101 | | Proposals Pursuant to Rule 14a-8 | 101 | | Proxy Access Director Nominees | 101 | | Proxy Solicitation Pursuant to Rule 14a-9 | 101 | | Other Proposals and Director Nominees | 101 | | Exhibit A – RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES | A-1 | | Location for the 2024 Annual Meeting of Stockholders | Back Cover |

  5. Possible Meeting by

    This summary highlights selected information about Primerica, Inc. (the “Company”, “Primerica” or “we”) but it does not contain all of the information you should consider. We urge you to read the entire Proxy Statement before you vote. You may also wish to review Primerica’s Annual Report on Form 10-K (the “2023 Annual Report”) for the fiscal year ended December 31, 2023 (“fiscal 2023”), which is available on our investor relations website at https://investors.primerica.com. This Proxy Statement will be made available to stockholders on or about March 27, 2024.

  6. Executive Compensation Highlights

    | • | Each of our named executive officers has an employment agreement that provides for severance payments upon a termination of employment without cause or a resignation for good reason. |

  7. Summary Compensation Table Elements*

    Summary Compensation Table Elements*

  8. Summary Compensation Table Elements*

    | | Salary | Equity Awards | Short-Term Cash Bonus | Other Compensation | Total | | Chief Executive Officer | | | | | | | Compensation | $600,000(1) | $2,199,910(1) | $1,248,000(1) | $131,650 | $4,179,560 | | % of Total | 14% | 53% | 30% | 3% | 100% | | President | | | | | | | Compensation | $550,000 | $1,749,777 | $1,040,000 | $90,227 | $3,430,004 | | % of Total | 16% | 51% | 30% | 3% | 100% | | Chief Financial Officer (from Dec 20, 2023) | | | | | | | Compensation | $104,167 | $249,972 | $520,000 | $9,631 | $883,700 | | % of Total | 12% | 28% | 59% | 1% | 100% | | Chief Financial Officer (until Dec 20, 2023) | | | | | | | Compensation | $500,000 | $1,199,985 | $624,000 | $59,727 | $2,383,712 | | % of Total | 21% | 50% | 26% | 3% | 100% | | Chief Operating Officer | | | | | | | Compensation | $500,000 | $1,199,985 | $624,000 | $69,473 | $2,393,458 | | % of Total | 21% | 50% | 26% | 3% | 100% |

  9. Summary Compensation Table Elements*

    | * Percentages may not add to 100% due to rounding. |

  10. Summary Compensation Table Elements*

    | (1) At our CEO’s request, the Compensation Committee reduced his compensation by 20% from September 1, 2022 through December 31, 2024. If not for this reduction, his base salary in 2023 would have been $750,000, his 2023 equity award would have been $2,750,000 and his short-term cash bonus for 2023 would have been $1,560,000 and his total compensation for 2023 would have been $5,060,000. |

  11. Summary Compensation Table Elements*

    | Primerica 2024 Proxy Statement | 7 |

  12. Election of Directors

    Election of Directors

  13. Election of Directors

    | • | What am I voting on? The Board is asking our stockholders to elect each of the eleven director nominees named in this Proxy Statement to hold office until the Company’s Annual Meeting of Stockholders in 2025 (the “2025 Annual Meeting”) and until his or her successor is elected and qualified. |

  14. Election of Directors

    | • | Voting Recommendation: “FOR” the election of the eleven director nominees. |

  15. Election of Directors

    | • | Vote Required: A director will be elected if the number of shares voted “FOR” that director nominee exceeds the number of votes “AGAINST” that director nominee. |

  16. Election of Directors

    See “Board of Directors” beginning on page 27 for more information. We ask that our stockholders elect the eleven director nominees named below to our Board of Directors to serve until the 2025 Annual Meeting. Stockholders have the option to vote “FOR”, vote “AGAINST” or “ABSTAIN” from voting with respect to each director nominee. Our Third Amended and Restated By-Laws (“By-Laws”) provide for majority voting for directors in uncontested elections. As a result, each director will be elected by a majority of the votes cast, meaning that each director nominee must receive a greater number of shares voted “FOR” such director nominee than the shares voted “AGAINST” such director nominee. Primerica is a Delaware corporation and, under Delaware law, if an incumbent director is not elected, then that director remains in office until the director’s successor is duly elected and qualified or until the director’s earlier resignation or removal. To address this potential outcome, our By-Laws provide that, if an incumbent director does not receive a greater number of shares voted “FOR” such director than shares voted “AGAINST” such director, then such director must tender his or her resignation to the Board. In that situation, the Corporate Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation or whether to take other action. Within 90 days from the date the election results are certified, the Board will act on the Corporate Governance Committee’s recommendation and will publicly disclose its decision and the rationale behind its decision. In a contested election – a circumstance we do not anticipate at the Annual Meeting – director nominees are elected by a plurality vote. Any shares that are not voted (whether by abstention or otherwise) will have no effect on the outcome of the vote. The following table provides summary information about each director nominee, each of whom currently serves on our Board.

  17. Election of Directors

    | Name | Age | Occupation | Independent | Date Joined Our Board | | John A. Addison, Jr. | 66 | Chief Executive Officer, Addison Leadership Group and Former Co-Chief Executive Officer, Primerica | No | October 2009 | | Joel M. Babbit | 70 | Co-Founder and Chief Executive Officer, Narrative Content Group, LLC | Yes | August 2011 | | Amber L. Cottle | 53 | Vice President of Global Public Policy & Government Affairs, Social Impact & Sustainability, and Risk & Compliance, Dropbox | Yes | May 2022 | | Gary L. Crittenden | 70 | Private Investor | Yes | July 2013 | | Cynthia N. Day | 58 | President and Chief Executive Officer, Citizens Bancshares Corporation and Citizens Trust Bank | Yes | January 2014 | | Sanjeev Dheer | 64 | Founder and Chief Executive Officer, CENTRL Inc. | Yes | October 2019 | | Beatriz R. Perez | 54 | EVP and Chief Communications, Sustainability and Strategic Partnerships Officer, The Coca-Cola Company | Yes | May 2014 | | D. Richard Williams | 67 | Non-Executive Chairman of the Board and Former Co-Chief Executive Officer, Primerica | No | October 2009 | | Glenn J. Williams | 64 | Chief Executive Officer, Primerica | No | April 2015 | | Darryl L. Wilson | 60 | Founder, Chairman and President, The Wilson Collective | Yes | February 2024 | | Barbara A. Yastine | 65 | Former Chairman, President and Chief Executive Officer, Ally Bank | Yes | December 2010 |

  18. Election of Directors

    Each director nominee (except for Mr. Wilson who was elected to the Board effective February 2024) attended more than 95%, collectively, of the aggregate of all meetings of our Board of Directors and its committees on which he or she served during fiscal 2023. Mr. Wilson, Ms. Cottle and Mr. Dheer were elected to our Board of Directors effective February 2024, May 2022 and October 2019, respectively. The remaining eight director nominees have served on our Board of Directors at least since the Company’s Annual Meeting of Stockholders held in 2015. Unless otherwise instructed, the members of the Proxy Committee (as defined in “Information About Voting and the Annual Meeting”) will vote the proxies held by them “FOR” the election to our Board of Directors of the nominees named above. Proposal 2:

  19. Board Members

    Board Members The following information about each nominee for our Board of Directors includes their business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications attributes or skills that caused the Corporate Governance Committee and our Board of Directors to determine that each individual should be elected to serve as a director. JOHN A. ADDISON, JR.

  20. Board Members

    | | Board Committees: None Top Relevant Competencies: - Regulated Industry - Sales and Marketing - Strategic Planning | Public Directorships: None Former Public Directorships: Direct Selling Acquisition Corporation | | Chief Executive Officer of Addison Leadership Group Age: 66 Director Since October 2009 Not Independent | | | | Mr. Addison has been the Chief Executive Officer of Addison Leadership Group, a company that provides leadership training and consulting, since April 2015. He also serves as Non-Executive Chairman of Primerica Distribution. Mr. Addison served as the Company’s Co-Chief Executive Officer from 1999 through March 2015 and served the Company in various capacities since 1982 when he joined us as a business systems analyst. He has served in numerous officer roles with Primerica Life Insurance Company (“Primerica Life”), a life insurance underwriter, and Primerica Financial Services, LLC, a general agent, both of which are subsidiaries of Primerica. He served as Vice President and Senior Vice President of Primerica Life, as well as Executive Vice President and Group Executive Vice President of Marketing. In 1995, he became President of the Primerica operating unit of Citigroup Inc. (“Citigroup”) and was promoted to Co-Chief Executive Officer in 1999. Mr. Addison serves on the board of Brenau University and served on the board of Direct Selling Acquisition Corporation from September 2021 to November 2023. Mr. Addison received his B.A. degree in Economics from the University of Georgia and his M.B.A. from Georgia State University. Mr. Addison brings to our Board his 15 years of experience as our Co-Chief Executive Officer and over 30 years of understanding the Company, the independent sales force and our business, along with sales and marketing and strategic planning expertise. | | |

  21. Board Members

    | Primerica 2024 Proxy Statement | 27 |

  22. JOEL M. BABBIT

    JOEL M. BABBIT

  23. JOEL M. BABBIT

    | | Board Committees: Compensation Top Relevant Competencies: - Sales and Marketing - Strategic Planning - Sustainability - Human Capital Management - Enterprise Risk Management | Public Directorships: None Former Public Directorships: Greensky, Inc. | | Co-Founder and Chief Executive Officer of Narrative Content Group, LLC Age: 70 Director Since August 2011 Independent | | | | Mr. Babbit is the Co-Founder and Chief Executive Officer of Narrative Content Group, LLC (“NCG”), one of the nation’s leading resources for the production and distribution of digital content. Prior to launching NCG in 2009, Mr. Babbit spent more than 20 years in the advertising and public relations industry, creating two of the largest advertising agencies in the Southeastern US – Babbit and Reiman (acquired by London-based GGT) and 360 (acquired by WPP’s Grey Global Group). Following the acquisition of 360 by Grey Global Group in 2002, Mr. Babbit served as President and Chief Creative Officer of the resulting entity, Grey Atlanta, until 2009. He also previously served as President of WPP’s GCI Group, one of the world’s ten largest public relations firms, and as Executive Vice President and General Manager for the New York office of advertising agency Chiat/Day Inc. Following his hometown of Atlanta being awarded the 1996 Summer Olympics, and at the request of Mayor Maynard Jackson, Mr. Babbit took a leave of absence from the private sector to serve as Chief Marketing and Communications Officer for the City of Atlanta and as a member of the Mayor’s cabinet. Mr. Babbit served on the board of directors of Greensky, Inc. from March 2015 to April 2022. He received a B.A. degree in Journalism from the University of Georgia and was awarded the Henry Grady School of Journalism Lifetime Achievement Award in 2015. Mr. Babbit brings to our Board over 35 years of experience in marketing and advertising and his expertise in sales and marketing, strategic planning, sustainability, human capital management and enterprise risk management. | | |

  24. AMBER L. COTTLE

    AMBER L. COTTLE

  25. AMBER L. COTTLE

    | | Board Committees: Corporate Governance Top Relevant Competencies: - Government/Regulatory Affairs - Strategic Planning - Sustainability - Human Capital Management - Enterprise Risk Management | Public Directorships None Former Public Directorships: None | | Vice President of Global Public Policy & Government Affairs, Social Impact & Sustainability, and Risk & Compliance of Dropbox, Inc. Age: 53 Director Since May 2022 Independent | | | | Ms. Cottle has been the Vice President of Global Public Policy & Government Affairs, Social Impact & Sustainability, and Risk & Compliance of Dropbox, Inc. (“Dropbox”) since May 2022. She joined Dropbox in July 2015 and served as the Head of Global Public Policy and Government Affairs until she also assumed responsibility for Social Impact work in June 2016, was promoted to Vice President in August 2016 and assumed responsibility for Risk and Compliance in May 2022. Ms. Cottle oversees Dropbox’s Global Public Policy and Government Affairs teams, serving as lead strategist for all of Dropbox’s public policy and government affairs issues globally including privacy. She also oversees Dropbox’s Social Impact team, which is responsible for all of Dropbox’s philanthropic endeavors as well as Dropbox’s sustainability-related work. In addition, Ms. Cottle also oversees Dropbox’s Risk and Compliance team, which is responsible for all of Dropbox’s risk governance, compliance, business continuity and business incident response programs. Prior to joining Dropbox, Ms. Cottle served as Vice President of Government Affairs and Public Policy for the Americas of Apple Inc. from 2014 to 2015. She has over 25 years of government affairs experience, including for the U.S. Senate Finance Committee, where she served as the chief strategist for all policy areas under its jurisdiction, and the Office of the U.S. Trade Representative (“USTR”), where she served as the chief negotiator of the investment provisions of multiple U.S. free trade agreements and bilateral investment treaties. Prior to her work at the USTR, Ms. Cottle worked in the International Group of the law firm Wilmer, Cutler & Pickering (now WilmerHale) and clerked on the U.S. Court of Appeals for the Fourth Circuit. Ms. Cottle has a B.A. degree from Saint Louis University and a J.D. degree from the University of Chicago Law School. Ms. Cottle brings to our Board expertise in governmental and regulatory affairs, strategic planning, sustainability, enterprise risk management, and human capital management. | | |

  26. AMBER L. COTTLE

    | Primerica 2024 Proxy Statement | 29 |

  27. GARY L. CRITTENDEN

    GARY L. CRITTENDEN

  28. GARY L. CRITTENDEN

    | | Board Committees: Audit (Chair) Compensation Executive | Public Directorships Extra Space Storage Inc. Zions Bancorporation Former Public Directorships: Pluralsight, Inc. Staples Inc. Ryerson Inc. TJX Companies | | Private Investor Age: 70 Director Since July 2013 Independent | Top Relevant Competencies: - Strategic Planning - Regulated Industry - Human Capital Management - Enterprise Risk Management | | | Mr. Crittenden has been a private investor and has served as a non-employee Executive Director of HGGC, LLC (“HGGC”), a California-based middle-market private equity firm, since January 2017. He previously served as a Managing Partner of HGGC from July 2009 to January 2017, Chairman of HGGC from August 2013 to January 2017 and Chief Executive Officer of HGGC from April 2012 to August 2013. From March 2009 to July 2009, Mr. Crittenden was Chairman of Citi Holdings, an operating segment of Citigroup that comprised financial services company Citi Brokerage and Asset Management, Global Consumer Finance and Special Assets Portfolios, and from March 2007 to March 2009 he served as Chief Financial Officer of Citigroup. He served as the Chief Financial Officer of the American Express Company from 2000 to 2007. Prior to American Express, he was the Chief Financial Officer of Monsanto, Sears Roebuck and Company, Melville Corporation and Filene’s Basement. On three separate occasions, the readers of Institutional Investor Magazine named Mr. Crittenden one of the “Best CFOs in America.” Mr. Crittenden spent the first twelve years of his career at Bain & Company, an international management consulting firm, where he became a partner. Mr. Crittenden also serves on the boards of directors of Extra Space Storage Inc. and Zions Bancorporation. He served on the board of directors of Pluralsight, Inc. from June 2016 to April 2021; Staples Inc. from March 2004 to September 2007; TJX Companies from June 2000 to January 2007; and Ryerson Inc. from February 1999 to March 2004. He received a B.S. degree from Brigham Young University and an M.B.A. from Harvard Business School. Mr. Crittenden brings to our Board expertise in general management, strategic planning, enterprise risk management, human capital management, as well as experience serving as chief financial officer of several large public companies and serving on the boards of directors of several large public companies. | | |

  29. CYNTHIA N. DAY

    CYNTHIA N. DAY

  30. CYNTHIA N. DAY

    | | Board Committees: Audit Corporate Governance (Chair) Top Relevant Competencies: - Regulated Industry - Strategic Planning - Human Capital Management - Enterprise Risk Management | Public Directorships: PROG Holdings, Inc. Former Public Directorships: Aaron’s Holdings, Inc. | | President and Chief Executive Officer of Citizens Bancshares Corporation and Citizens Trust Bank Age: 58 Director Since January 2014 Independent | | | | Ms. Day has been the President and Chief Executive Officer of Citizens Bancshares Corporation and Citizens Trust Bank since February 2012. Citizens Bancshares Corporation was a publicly held corporation until it completed a going private transaction in January 2017. Prior to becoming Chief Executive Officer, she served as Chief Operating Officer and Senior Executive Vice President of Citizens Trust Bank from February 2003 to January 2012 and served as its acting President and Chief Executive Officer from January 2012 to February 2012. Prior to her banking career, she served as an audit manager for KPMG until joining Citizens Trust Bank in 1993. Ms. Day also serves on the board of directors of PROG Holdings, Inc., the National Banker’s Association, the Atlanta Metro Chamber of Commerce, and the Federal Reserve Bank of Atlanta. She served on the board of directors of Aaron’s Holdings, Inc. from October 2011 until December 2020. She is a member of the American Institute of Certified Public Accountants, the Georgia Society of CPAs and the Rotary Club of Atlanta. Ms. Day received a B.S. degree from the University of Alabama. Ms. Day brings to our Board experience as the chief executive officer, including the chief executive officer of a formerly publicly held company, as well as expertise in general management, finance and accounting, strategic planning, human capital management and enterprise risk management. She also has experience serving on the boards of directors of several public companies. In addition, the customer base served by Citizens Bancshares Corporation is very similar to that served by the Company, giving her a great understanding of their buying habits, the products they purchase and effective marketing and communication methods. | | |

  31. CYNTHIA N. DAY

    | Primerica 2024 Proxy Statement | 31 |

  32. CYNTHIA N. DAY

    | | Board Committees: Audit Compensation Top Relevant Competencies: - Sales and Marketing - Strategic Planning - Technology | Public Directorships: None Former Public Directorships: None | | Founder and Chief Executive Officer of CENTRL, Inc. Age: 64 Director Since October 2019 Independent | | | | Mr. Dheer has been the Founder and Chief Executive Officer of CENTRL, Inc., a privacy management and risk platform for enterprises, since September 2015. He previously served as a consultant to Apple Inc. in the payments area from July 2014 to August 2015. In November 1999, Mr. Dheer founded CashEdge, a pioneer in developing innovative payments products for banks, which was acquired by Fiserv, a global leader in fintech and payments, in 2011. He led the CashEdge business division at Fiserv from September 2011 to June 2013. In addition, Mr. Dheer served as a Principal at McKinsey & Co., where he worked from September 1992 to October 1999. Mr. Dheer received an M.B.A. from the Stanford Graduate School of Business where he was an Arjay Miller Scholar, an M.A. in Computer Science from Queens College, City University of New York, an M.A. in Economics from Washington State University, and a B.A. degree and M.A. degree in History from Delhi University. He has authored over 14 patents. Mr. Dheer brings to our Board experience as the chief executive officer of a start-up technology company, as well as expertise in consumer-facing digital technology, sales and marketing and strategic planning. | | |

  33. BEATRIZ R. PEREZ

    BEATRIZ R. PEREZ

  34. BEATRIZ R. PEREZ

    | | Board Committees: Corporate Governance Top Relevant Competencies: - Regulated Industry - Sales and Marketing - Strategic Planning - Sustainability - Human Capital Management | Public Directorships: W.W. Grainger, Inc. Former Public Directorships: HSBC Finance Corporation | | EVP and Chief Communications, Sustainability and Strategic Partnerships Officer for The Coca-Cola Company Age: 54 Director Since May 2014 Independent | | | | Beatriz “Bea” Perez has been the EVP and Chief Communications, Sustainability and Strategic Partnerships Officer for The Coca-Cola Company since January 2024. She was SVP and Chief Communications, Sustainability and Strategic Partnerships Officer for The Coca-Cola Company from May 2017 to January 2024. She leads an integrated team across public affairs and communications, sustainability and strategic partnerships to support The Coca-Cola Company’s new growth model and path to become a total beverage company. She also oversees The Coca-Cola Company’s strategic partnerships and operational efforts for The Coca-Cola Company’s Retail, Licensing and Attractions portfolio of assets. Ms. Perez has served as The Coca-Cola Company’s first Chief Sustainability Officer since 2011, where she developed and led progress against comprehensive global sustainability commitments with a focus on water stewardship and women’s economic empowerment. She previously served as Chief Marketing Officer for Coca-Cola North America. Ms. Perez began her career at The Coca-Cola Company in 1996 and held various roles in brand management and field operations before becoming Chief Marketing Officer. Ms. Perez also serves on the board of directors of W.W. Grainger, Inc. and served on the board of directors of HSBC Finance Corporation from May 2008 to April 2014. She received a B.S. degree from the University of Maryland. Among Ms. Perez’ recognitions are membership in the American Advertising Hall of Achievement and the Sports Business Journal’s Hall of Fame. The Association of Latino Professionals for America named Ms. Perez to its 2017 “50 Most Powerful Latinas” ranking. She has been recognized as a “Conservation Trailblazer” by The Trust for the Public Land. She was on Hispanic Executive magazine’s list of “Top 10 Leaders”, and she was featured as one of the “25 Most Powerful Latinas” on CNN and in People en Español. In 2020, Ms. Perez was named to Latino Leaders Magazine’s 2020 list of “Latinos on Boards” and named to the magazine’s 2020 “Top 100 Most Influential Latinas” across all industries. Ms. Perez brings to our Board expertise in sales and marketing, human capital management, strategic planning, and sustainability. In particular, our Board considered her significant current and past experience serving in several senior management positions at The Coca-Cola Company and her continued commitment to the Hispanic community and firsthand knowledge of trends affecting this important demographic for the Company. | | |

  35. BEATRIZ R. PEREZ

    | Primerica 2024 Proxy Statement | 33 |

  36. D. RICHARD WILLIAMS

    D. RICHARD WILLIAMS

  37. D. RICHARD WILLIAMS

    | | Board Committees: Executive (Chair) Top Relevant Competencies: - Regulated Industry - Sales and Marketing - Strategic Planning - Enterprise Risk Management | Public Directorships: Crawford & Company Former Public Directorships: Usana Health Services, Inc. | | Chairman of the Board Age: 67 Director Since October 2009 Not Independent | | | | Mr. Williams has served as non-executive Chairman of the Board of Primerica since April 2015 and as Chairman from October 2009 through March 2015. He served as our Co-Chief Executive Officer from 1999 through March 2015 and has served the Company since 1989 in various capacities, including as the Chief Financial Officer and Chief Operating Officer of the Primerica operating unit of Citigroup. Mr. Williams also serves on the board of directors of Crawford & Company. He served on the board of directors of Usana Health Sciences, Inc. from March 2016 to May 2018. Mr. Williams received both his B.S. degree and his M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Williams led the Company as Co-Chief Executive Officer for 15 years and brings to our Board more than 30 years of knowledge of the Company’s business, finances and operations along with expertise in senior management, finance, strategic planning, and enterprise risk management. | | |

  38. GLENN J. WILLIAMS

    GLENN J. WILLIAMS

  39. GLENN J. WILLIAMS

    | | Board Committees: Executive Top Relevant Competencies: - Regulated Industry - Sales and Marketing - Strategic Planning - Human Capital Management | Public Directorships: None Former Public Directorships: None | | Chief Executive Officer Age: 64 Director Since April 2015 Not Independent | | | | Mr. Williams has served as our Chief Executive Officer since April 2015. He served as the Company’s President from 2005 through March 2015. Previously, he served as Executive Vice President of Field and Product Marketing for our international operations from 2000 to 2005, as President and Chief Executive Officer of Primerica Canada from 1996 to 2000, and in roles of increasing responsibility as part of Primerica’s international expansion team in Canada from 1985 to 2000. He began his career with Primerica in 1981 as a member of the Company’s independent sales force and joined the home office team in 1983. Mr. Williams received his B.S. degree in Education from Baptist University of America. Mr. Williams brings to our Board more than 40 years of experience with the Company, including time in the field as a sales representative, as well as expertise in general management, sales and marketing, strategic planning and human capital management. | | |

  40. GLENN J. WILLIAMS

    | Primerica 2024 Proxy Statement | 35 |

  41. DARRYL L. WILSON

    DARRYL L. WILSON

  42. DARRYL L. WILSON

    | Founder, Chairman and President The Wilson Collective Age: 60 Director Since February 2024 Independent | Board Committees: Corporate Governance Committee Top Relevant Competencies: - Sales and Marketing - Strategic Planning - Sustainability - Human Capital Management - Enterprise Risk Management - Technology | Public Directorships: Eaton Corporation plc NextEra Energy, Inc. Former Public Directorships: None | | Mr. Wilson has been the Founder, Chairman and President of The Wilson Collective, a business advisory and investment firm that invests in startup companies and provides resources and advisory services to a broad base of global clients, since founding the organization in 2018. Prior thereto, Mr. Wilson spent more than 30 years in global leadership roles, with 25 years at General Electric Company (“GE”) and five years with British Petroleum North America. At GE, he held a number of leadership positions of increasing responsibility including Vice President, Commercial of GE Power, a business of GE, from June 2017 until his retirement in December 2017, Vice President and Chief Commercial Officer of GE Energy Connections from January 2016 to June 2017, Vice President and Chief Commercial Officer of GE Distributed Power from January 2013 to January 2016 and President and Chief Executive Officer of GE Aeroderivative Products from July 2008 to January 2013. Other prior responsibilities include serving as the President and Chief Executive Officer of GE Consumer and Industrial, Asia-Pacific and India based in Shanghai, China. Mr. Wilson also serves on the boards of directors of NextEra Energy, Inc. and Eaton Corporation. Mr. Wilson has a B.A. degree in Business Administration from Baldwin Wallace College and an M.B.A. from Indiana University. Mr. Wilson brings to our Board expertise in sales and marketing, strategic planning, sustainability, human capital management, enterprise risk management and technology. | | |

  43. BARBARA A. YASTINE

    BARBARA A. YASTINE

  44. BARBARA A. YASTINE

    | | Board Committees: Compensation (Chair) Audit Executive | Public Directorships: AXIS Capital Holdings Limited Zions Bancorporation Alkami Technology, Inc. Former Public Directorships: First Data Corporation | | Former Chairman, President and CEO, Ally Bank Age: 64 Director Since December 2010 Independent | Top Relevant Competencies: - Regulated Industry - Strategic Planning - Human Capital Management - Enterprise Risk Management | | | Ms. Yastine served as Co-Chief Executive Officer of Lebenthal Holdings LLC, a private asset management firm, from September 2015 to June 2016. She previously served as Chair, President and Chief Executive Officer of Ally Bank from March 2012 to September 2015 and as Chair of Ally Bank and Chief Administrative Officer of Ally Financial Inc. (“Ally Financial”) from May 2010 to March 2012. Prior to joining Ally Financial, she served as a Principal of Southgate Alternative Investments beginning in June 2007. She served as Chief Financial Officer for investment bank Credit Suisse First Boston from October 2002 to August 2004. From 1987 through 2002, Ms. Yastine worked at Citigroup and its predecessor companies in various roles including Chief Auditor and Chief Financial Officer of its Consumer Finance and Corporate and Investment Bank businesses. Ms. Yastine also serves on the board of directors of AXIS Capital Holdings Limited, Zions Bancorporation, and Alkami Technology, Inc. She served on the board of directors of First Data Corporation from September 2016 to July 2019. She received a B.A. degree in Journalism and an M.B.A. from New York University. Ms. Yastine brings to our Board expertise in general management, enterprise risk management, finance, human capital management, and strategic planning. In particular, our Board considered her significant experience in a broad range of consumer financial services companies and her consumer-facing digital experience. | | |

  45. BARBARA A. YASTINE

    | Primerica 2024 Proxy Statement | 37 |

  46. Director Compensation

    Director Compensation The Compensation Committee is responsible for reviewing and considering any revisions to director compensation. The Compensation Committee typically reviews a competitive market analysis of director compensation prepared by its independent compensation consultant at least bi-annually as part of its process of evaluating and setting compensation for non-employee directors. In December 2022, the Compensation Committee elected to recommend certain changes to director compensation as described below. These changes were approved by the Board in February 2023. In late 2023, the Board approved additional changes to director compensation effective in 2024. See “Executive Compensation – Compensation Discussion and Analysis (CD&A) – the Compensation Setting Process – Compensation Consultant” for a discussion of the role of the Compensation Committee’s compensation consultant and its evaluation of potential conflicts of interest. The Compensation Committee does not seek to benchmark or set compensation at any specific level relative to the peer data. Instead, the Compensation Committee uses this information primarily as background with respect to compensation plan design decisions and as a general reference point for pay levels. For a list of the peer companies and a description of how they were selected, see “Executive Compensation – Compensation Discussion and Analysis (CD&A) – Fiscal 2023 Executive Compensation – The Compensation Setting Process – Use of a Peer Group.” Our Board reviews the Compensation Committee’s recommendations and determines the amount of director compensation annually. Executive officers have no role in determining or recommending director compensation. Our Board has determined that compensation for non-employee directors should be a mix of cash and equity-based compensation, with a higher portion of compensation in the form of equity. This ensures that the interests of our non-employee directors are aligned with the interests of our stockholders. In addition, non-employee directors are subject to stock ownership guidelines. See “– Director Stock Ownership Guidelines.” Directors who are employees of Primerica do not receive any fees or additional compensation for their service on our Board. The Board approved the following compensation program for non-employee directors for fiscal 2023:

  47. Director Compensation

    | Board/Committee | 2023 Non-Employee Director Compensation (1) | | | | | Board | Annual Cash Retainer | $90,000(2) | Annual RSU Award (3) | $130,000(4) | | Audit | Annual Chair Cash Fee | $30,000 | Annual Member Cash Fee | $15,000 | | Compensation | Annual Chair Cash Fee | $20,000 | Annual Member Cash Fee | $10,000 | | Corporate Governance | Annual Chair Cash Fee | $20,000 | Annual Member Cash Fee | $10,000 |

  48. Director Compensation

    | (1) All cash retainers and cash fees are paid in quarterly installments. |

  49. Director Compensation

    | (2) In November 2023, the Board of Directors increased the annual cash retainer to $100,000 effective in 2024. |

  50. Director Compensation

    | (3) Unless otherwise specified, the RSUs vest in four quarterly installments and delivery of the shares underlying the RSUs is made on the applicable vesting date. |

  51. Director Compensation

    | (4) In November 2023, the Board of Directors increased the annual RSU award to $150,000 effective in 2024. |

  52. Director Compensation

    In addition, the Lead Director receives an annual cash fee of $25,000 and the Chairman of the Board receives an annual cash fee of $100,000. The Company reimburses all directors for travel and other related expenses in connection with attending Board and committee meetings and Board-related activities.

  53. Director Compensation Table

    Director Compensation Table The following table shows fiscal 2023 compensation for our non-employee directors:

  54. Director Compensation Table

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | All Other Compensation (3) | Total | | John A. Addison, Jr. | $90,000 | $129,931 | $101,230 | $321,162 | | Joel M. Babbit | $100,000 | $129,931(5) | $1,230 | $231,162 | | P. George Benson(4) | $52,693 | $— | $177 | $52,870 | | Amber L. Cottle | $100,000 | $129,931(5) | $1,230 | $231,162 | | Gary L. Crittenden | $145,522 | $129,931(5) | $1,230 | $276,684 | | Cynthia N. Day | $125,000 | $129,931(5) | $1,230 | $256,162 | | Sanjeev Dheer | $111,209 | $129,931 | $1,230 | $242,371 | | Beatriz R. Perez | $100,000 | $129,931(5) | $1,230 | $231,162 | | D. Rick Williams | $190,000 | $129,931(5) | $1,230 | $321,162 | | Barbara A. Yastine | $125,000 | $129,931 | $1,230 | $256,162 |

  55. Director Compensation Table

    | (1) Includes the cash portion of the annual retainer as well as fees for Lead Director, Chairman and Chair roles and committee service. |

  56. Director Compensation Table

    | (2) Each non-employee director was granted 720 RSUs, representing the number of whole shares of our common stock (or, at the director’s election, deferred stock units) equal to $130,000 divided by $180.46 (the closing price per share of our common stock on the NYSE on the trading day immediately preceding the grant date of May 17, 2023). At December 31, 2023, each such non-employee director had 360 unvested RSUs (or, if he or she so elected, deferred stock units). For the valuation assumptions underlying the awards, see Note 1 to the Company’s audited financial statements for fiscal 2023 included in the 2023 Annual Report. |

  57. Director Compensation Table

    | (3) Represents dividends paid on unvested equity awards and, for Mr. Addison, consulting fees. Omits perquisites and other personal benefits as these amounts did not exceed $10,000 for any director. |

  58. Director Compensation Table

    | (4) Mr. Benson did not stand for re-election in May 2023. |

  59. Director Compensation Table

    | (5) Elected to receive equity compensation in the form of deferred stock units under the Nonemployee Directors’ Deferred Compensation Plan. See “— Deferred Compensation.” |

  60. Director Compensation Table

    At December 31, 2023, our non-employee directors each held 360 unvested equity awards that had been granted on May 17, 2023. As of December 31, 2023, these awards had a market value of $74,074 based on the closing price per share of our common stock on the NYSE on that date of $205.76. All RSUs and deferred stock units granted in fiscal 2023 vest in equal installments on the three-month, six-month, nine-month and twelve-month anniversary of the grant date (or, if earlier, the final tranche vests on the date of the Company’s Annual Meeting of Stockholders in the year following the year of grant).

  61. Compensation Program Changes

    Compensation Program Changes In February 2022, the Compensation Committee increased the long-term incentive awards for our President by $250,000 and for our former Chief Financial Officer and Chief Operating Officer by $200,000 each. The Compensation Committee also proposed an increase in the long-term incentive award for our Chief Executive Officer, but he declined to accept the increase. After the 2022 values were set by the Compensation Committee, Mr. G. Williams asked the Compensation Committee to reduce his base salary and short-term incentive bonus by 20% from September 1, 2022 through December 31, 2023 as well as his 2023 long-term equity award. These reductions were requested by Mr. G. Williams due, among other things, to the hardship that high inflation in the United States and Canada has inflicted on many families. The Compensation Committee agreed to such reductions and approved a lower base salary and short-term incentive target for 2022 and 2023 and a lower long-term incentive value for 2023. If not for the reduction, Mr. G. Williams’ 2022 and 2023 short-term corporate performance target would have been $1,500,000. In November 2023, Mr. G. Williams requested that his compensation again be reduced by 20% in 2024, and the Compensation Committee agreed to his request. Voluntary compensation reductions for Mr. G. Williams are not expected to continue after 2024. In February 2023, the Compensation Committee revised the forms of RSU and PSU award agreements for the named executive officers to add a minimum notice period and a cooperation requirement to the definition of retirement. The following table sets forth the short-term and long-term incentive award targets or fixed award values for fiscal 2023 and fiscal 2022:

  62. Compensation Program Changes

    | Name | 2023 Short- Term Target | 2022 Short- Term Target | 2023 Long-Term Fixed Incentive Compensation Award Value (1) | 2022 Long-Term Fixed Incentive Compensation Award Value (2) | | Glenn J. Williams | $1,200,000 | $1,400,000 | $2,200,000 | $2,750,000 | | Peter W. Schneider | $1,000,000 | $1,000,000 | $1,750,000 | $1,750,000 | | Tracy X. Tan | $500,000(3) | N/A | N/A | N/A | | Alison S. Rand | $600,000 | $600,000 | $1,200,000 | $1,200,000 | | Gregory C. Pitts | $600,000 | $600,000 | $1,200,000 | $1,200,000 |

  63. Compensation Program Changes

    | (3) Ms. Tan joined the Company in October 2023 and her employment agreement provides for a short-term bonus for 2023 equal to at least $500,000. |

  64. Fiscal 2023 Executive Compensation

    Pay-for-Performance The Compensation Committee structured our 2023 executive compensation program so that a meaningful percentage of compensation is tied to the achievement of challenging levels of both short-term and long-term corporate performance as well as meeting strategic objectives. More than half of the compensation paid to our Chief Executive Officer is in the form of long-term incentive equity compensation. The charts below reflect the mix of salary, target short-term bonus, RSUs and PSUs (based on the fixed award value) as a percentage of total compensation for fiscal 2023 for our Chief Executive Officer and the other named executive officers (based on their aggregate compensation). Because Ms. Tan joined the Company in October 2023 and received RSUs only, the percentages shown for RSUs and PSUs for “Other Named Executive Officers” are slightly different than shown in prior years. Corporate Strategy The Company is a leading provider of financial products to middle-income households in the United States and Canada with 141,572 licensed sales representatives as of December 31, 2023. These licensed independent sales representatives assist our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities, managed investments and other financial products, which we distribute primarily on behalf of third parties. We insured approximately 5.7 million lives and had approximately 2.9 million client investment accounts at December 31, 2023. Our business model uniquely positions us to reach underserved middle-income consumers in a cost-effective manner and has proven itself in both favorable and challenging economic environments. Our mission is to serve middle-income families by helping them make informed financial decisions and providing them with a strategy and tools to gain financial independence. We believe there is significant opportunity to expand our ability to serve our clients’ financial services needs. We intend to leverage the independent sales force to meet such client needs, which will drive long-term value for all of our stakeholders. Our strategy for 2023 was organized across four primary areas:

  65. Fiscal 2023 Executive Compensation

    | | Threshold Performance (1) | Target Performance | Maximum Performance (2) | | Payout Level | 50% of Target | 100% | 200% of Target |

  66. Fiscal 2023 Executive Compensation

    The payout is zero for results below threshold performance and, for results between threshold and maximum performance levels, the actual payout factor is interpolated. The Compensation Committee intentionally narrowed the performance band for the size of the life-licensed sales force metric compared to the other metrics because it believes that performance in only the narrower band would justify an incentive payout. The graph below shows the actual results for the fiscal 2023 corporate performance metric at 104.0% of target and shows the corporate performance and targeted goal for each metric for fiscal 2023.

  67. Fiscal 2023 Executive Compensation

    Adjustments to Compensation Targets Financial measures for the short-term and long-term equity incentive programs are developed based on expectations about our planned activities and reasonable assumptions about the performance of our key business drivers for the applicable period. The Compensation Committee spends considerable time determining appropriate targets for these programs and, because both the Compensation Committee and the Board of Directors believe that management is tasked with reacting appropriately to external challenges, the Compensation Committee is reluctant to change the measures of success during a performance period. As a result, the Compensation Committee does not expect to modify corporate performance targets absent extraordinary circumstances. From time to time, however, discrete items or events may arise that were not contemplated by these plans or assumptions and that would result in inappropriate executive compensation payouts if such items or events were not given special consideration. Such items or events could include items such as changes in GAAP or the tax code, restructuring and write-off charges, and the impact of significant unplanned acquisitions or dispositions. Under the Compensation Committee’s adjustment guidelines, the Compensation Committee may adjust the calculation of financial results for incentive programs to eliminate the effect of the types of items or events described above. In making these adjustments, the Compensation Committee’s policy is to seek to neutralize the impact of the unexpected or unplanned items or events, whether positive or negative, in order to provide consistent and equitable incentive payments that the Compensation Committee believes are reflective of Company performance. In considering whether to make a particular adjustment under its guidelines, the Compensation Committee will review whether the item or event was one for which management was responsible and accountable, treatment of similar items in prior periods, the extent of the item’s or event’s impact on the financial measure, and the item’s or event’s characteristics relative to normal and customary business practices. Adjustments to Short-Term Incentive Compensation The Company adopted Accounting Standards Update No. 2018-12, Financial Services – Insurance (Topic 944) – Targets Improvements to the Accounting for Long-Duration Contracts (“LDTI”) beginning with the condensed consolidated financial statements included in its Form 10-Q for the quarter ended March 31, 2023. Due to the novelty of LDTI, the Compensation Committee adjusted the 2023 corporate performance metrics originally approved in February 2023 to reflect the actual impact of LDTI on the Company’s financial results compared to the 2023 corporate performance objectives, to the extent experience in 2023 showed that such impact had not been accurately represented in the Company’s 2023 business plan. Adjustments were modest. Adjustments to PSUs The Compensation Committee similarly adjusted targets for outstanding PSU awards issued in 2021, 2022 and 2023 to the extent they did not accurately reflect the impact of LDTI on the Company’s financial results for 2023 or the expected impact of LDTI on the Company’s financial results for 2024 or 2025. The impact of LDTI on the Company’s financial results was not available at the time these PSU awards were approved by the Compensation Committee and, as a result, the target metrics did not reflect current accounting requirements. Adjustments were modest. Personal Performance Objectives Each named executive officer other than Ms. Tan had personal performance objectives for fiscal 2023 that were approved by our Board of Directors. The goals support the Company’s strategic objectives and include matters such as leadership development, the introduction of new products and technology initiatives, strategic projects and human capital management, including the Company’s DEIB initiatives. Payout of Performance Stock Units Payouts for the 2021-2023 PSU cycle were based on actual average ROAE compared to targeted average ROAE as well as actual average annual EPS growth compared to revised targeted average annual EPS growth during that three-year period. The performance achieved against the threshold, target and maximum payouts for the 2021-2023 PSU cycle, and the resulting percentage earned by our named executive officers, are set forth below.

  68. Fiscal 2023 Executive Compensation

    | | Threshold | Target | Maximum | ACTUAL | | Payout Factor | 50% | 100% | 150% | 70.5% | | ROAE Performance Range: | 90% of Target | 100% of Target | 110% of Target | | | Average Operating ROAE from 2021-2023 | 22.4% | 24.9% | 27.4% | 24.4% | | EPS Growth Performance Range: | 70% of Target | 100% of Target | 130% of Target | | | Average Annual EPS Growth from 2021-2023 | 10.8% | 15.4% | 20.0% | 10.9% |

  69. Fiscal 2023 Executive Compensation

    The value of the PSU payouts reflects two factors: (i) the number of PSUs earned, which is based on the Company’s performance compared to the target average ROAE and target average annual EPS growth; and (ii) the value of each PSU earned, which is based on the closing price per share of our common stock at the end of the performance period. In addition, dividends on the PSU awards accrue during the performance period and are paid in a lump sum following the vesting date. The table below shows the PSU awards granted in 2021 and associated payouts to each executive in terms of both number of units and value (including dividends).

  70. Fiscal 2023 Executive Compensation

    | | | 2021-2023 Units | | 2021-2023 Value | | | Name | Title | Original Award | Units Earned | Original Award | Final Payout (1) | | Glenn J. Williams | Chief Executive Officer | 9,612 | 6,776 | $1,375,000 | $1,394,230 | | Peter W. Schneider | President | 5,243 | 3,696 | $750,000 | $760,489 | | Alison S. Rand | EVP and CFO (until December 20, 2023) | 3,495 | 2,463 | $500,000 | $506,787 | | Gregory C. Pitts | EVP and COO | 3,495 | 2,463 | $500,000 | $506,787 |

  71. Fiscal 2023 Executive Compensation

    | (1) The closing price per share of our common stock on the date of the PSU award in 2021 was $143.04. On December 31, 2023, the end of the performance period, the closing price per share of our common stock was $205.76. |

  72. Compensation Program Objectives

    | Compensation Program Objective | How Objective is Achieved | | Motivate and reward executives when they deliver desired business results and stockholder value | Incentive compensation is tied directly to corporate performance and the achievement of strategic objectives. | | Align executive and stockholder interests over the long term | Equity-based incentive awards are tied to performance and their value increases with stock price appreciation. All named executive officers receive 50% of the value of equity grants in the form of time-based RSUs. The remaining 50% of the value of equity grants to named executive officers is awarded in the form of PSUs, which are delivered following completion of the three-year performance period only upon achievement of one or more performance goals. All named executive officers are also subject to mandatory stock ownership guidelines. This further links executive performance with stockholder interests. | | Avoid pay programs that may encourage excessive or unreasonable risk-taking, misalign the timing of rewards and performance, or otherwise fail to promote the creation of long-term stockholder value | The ranges of performance and payout levels are structured on a pro rata basis, rather than rewarding executives in lockstep fashion as performance increases, so that management is not encouraged to take excessive risk to reach the next level of incentive compensation. In addition, there is a cap for the maximum performance at each level. | | Attract and retain the very best executive talent | Executive pay is designed to be competitive and performance-based. Executives are held accountable for results and rewarded above target levels when goals are exceeded. When goals are not met, incentive compensation awards are below target levels. |

  73. Compensation Elements

    | Pay Element | Base Salary | Bonus | RSUs | PSUs | | Type of Performance | Short-term emphasis | | Hybrid of short-term and long-term emphasis | Long-term emphasis | | When Awarded | Reviewed annually | February 2024 for 2023 performance | February 2023 (or upon hiring) | February 2023 | | How Value is Determined | N/A | • Adjusted operating revenues • Adjusted net operating income • ROAE • Life sales force | Fixed award values were set on the grant date | Fixed award values were set on the grant date | | Performance Period | Ongoing | One year | Vest over three years | 2023-2025 | | How Payout Determined | Compensation Committee judgment (based on a bi-annual competitive market analysis) | Based on performance compared with corporate targets | N/A | • Average ROAE • Average annual EPS growth | | When Delivered | Semi-monthly | March 2024 | Annually on March 1 | In March 2026 after completion of the three-year performance period | | Form of Delivery | Cash | | Equity | Equity |

  74. Compensation Elements

    Compensation Elements: Base Salary Base salary is a fixed amount based on an individual’s skills, responsibilities and experience. The Compensation Committee generally reviews these amounts in February of each year and intends for them to provide a competitive fixed rate of pay recognizing different levels of responsibility. Other than Ms. Tan, who joined the Company in October 2023, the annual salaries of our named executive officers have not increased since 2015. At the request of our Chief Executive Officer, the Compensation Committee reduced his base salary by 20% from September 1, 2022 through December 31, 2024. See “— Fiscal 2023 Executive Compensation.” Compensation Elements: Performance-Based Awards Incentive awards are granted to reward executives for achieving critical corporate and strategic goals. A portion of the incentive awards are equity-based to motivate executives to create long-term stockholder value. Together, cash and equity incentive awards represent the majority of the compensation paid to our named executive officers. The executive compensation program is divided into a short-term cash incentive program and a long-term equity incentive program. Cash incentive targets for fiscal 2023 performance were set by the Compensation Committee in February 2023 (or upon hiring). In February 2024, the Compensation Committee determined the cash incentive award to each named executive officer based on the achievement of the Company’s previously established fiscal 2023 corporate performance objectives, with an adjustment of up to 20% (upward or downward) based on personal performance. For fiscal 2023, the Compensation Committee did not make any personal performance adjustments to the cash incentive award for any named executive officer. The value of the long-term equity incentive award granted to each named executive officer in February 2023 or upon hiring was based on fixed award values that were set by the Compensation Committee on the grant date. For all named executive officers other than Ms. Tan, the long-term equity incentive award was granted 50% in the form of RSUs and 50% in the form of PSUs. The value of the PSUs will only be recognized if the Company achieves specified levels of average ROAE and average annual EPS growth over the years 2023 through 2025, with 50% of the PSU payout tied to each metric. Upon payout of the PSUs, the participants also receive any dividends that would have been paid on the earned shares during the performance period if the shares had been outstanding. Because Ms. Tan joined the Company in October 2023, her long-term equity award consisted solely of RSUs. The Compensation Committee selected two performance metrics for the PSUs that it believes are the strongest indicators of long-term performance: Average ROAE and average annual EPS growth. Average ROAE was selected because it incorporates both earnings performance and the effective use of capital, and management believes it is the single measure by which the Company is most assessed by major investors. The use of this metric allows our stockholders to evaluate our financial achievements relative to other organizations. We believe this metric has a significant influence on the value our stockholders place on the Company. Average annual EPS growth was selected because consistent earnings growth is a meaningful factor in how investors value the Company. The Compensation Committee intends to reevaluate the performance metrics used for PSUs every grant year. A visual depiction of our incentive award formula is set forth below (with the Chief Executive Officer’s short-term award for fiscal 2023 performance and long-term award granted in February 2023 in italics as an example).

  75. Compensation Elements

    | SHORT-TERM | | | | | | | | Target Cash Award $1,200,000 (1)x | % Achievement of Corporate Performance Objectives 104.0% | = | Preliminary Cash Payout $1,248,000 (1)X | +/- 20% adjustment for personal performance 0% | = | Final Cash Payout $1,248,000 (1) |

  76. Compensation Elements

    | LONG-TERM | | | | | | | x | 50% of award value granted in the form of RSUs | / | Closing price on date of grant | = | # of RSUs Granted | | | $1,100,000 | | $185.24 | | 5,938 | | Fixed Equity Awardx | 50% of award value granted in the form of PSUs | / | Closing price on date of grant | = | # of PSUs Granted | | $2,200,000 (1) | $1,100,000 | | $185.24 | | 5,938 |

  77. Compensation Elements

    | Name | Annual Salary | Fiscal 2023 Target Cash Award(1) | Fiscal 2023 Equity Award (2) | Total Target Incentive Award | Total Target Incentive Award as a Percentage of Salary | | Glenn J. Williams | $600,000(3) | $1,200,000(3) | $2,200,000(3) | $3,400,000(3) | 566.7% | | Peter W. Schneider | $550,000 | $1,000,000 | $1,750,000 | $2,750,000 | 500.0% | | Tracy X. Tan | $500,000 | $500,000 | $250,000 | $750,000 | 150.0% | | Alison S. Rand | $500,000 | $600,000 | $1,200,000 | $1,800,000 | 360.0% | | Gregory C. Pitts | $500,000 | $600,000 | $1,200,000 | $1,800,000 | 360.0% |

  78. Compensation Elements

    The grant date of each stock award is the date the final award is approved by the Compensation Committee and the number of equity awards to be granted is determined. We do not coordinate equity grants with the release of material information. Further, we do not accelerate or delay equity grants in response to material information, nor does the Company delay the release of material information for any reason related to the grant of equity awards. All incentive compensation awards granted prior to April 1, 2020 were made under the Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan or its predecessors (collectively, the “2010 Incentive Plan”), which was approved by our stockholders on May 17, 2017. The 2010 Incentive Plan expired on April 1, 2020 in accordance with its terms, and all subsequent grants have been made under the Primerica, Inc. 2020 Omnibus Incentive Plan (the “2020 Incentive Plan” and, together with the 2010 Incentive Plan, the “Incentive Plans”). Compensation Elements: Benefits As with other employees, our named executive officers are eligible to participate in our employee health benefit programs, including health and dental insurance plans and a life insurance program, on the same terms as other regular employees. In addition, all regular employees, including our named executive officers, receive dividends on unvested RSUs and are entitled to a Company match of employee contributions to our 401(k) plan. Compensation Elements: Perquisites The Company provides only limited perquisites to our executive officers. The Compensation Committee has adopted a Director and Executive Perquisites Policy. This policy outlines the items that the Company is required to disclose as perquisites in its proxy statement, requires Compensation Committee approval of all perquisites paid to directors and named executive officers and provides for pre-approval of certain categories of perquisites, including spousal travel to company events, executive physicals for named executive officers, and entertainment and gifts provided during Company-sponsored events. During fiscal 2023, perquisites included only items that had been pre-approved by the Compensation Committee.

  79. The Compensation Setting Process

    The Compensation Setting Process Historical Compensation The Compensation Committee reviews historical compensation for the named executive officers at least annually. The Compensation Committee uses this information, which sets forth the components of executive compensation over time, as a basis for understanding the history of our executive compensation and the potential impact of recommended changes to the elements of our executive compensation program. Use of a Peer Group The Compensation Committee generally reviews executive compensation at peer companies as well as a broader index of life insurance companies at least bi-annually as part of its process of evaluating and setting compensation for our named executive officers. The Compensation Committee does not seek to benchmark or set compensation at any specific level relative to the peer data. Instead, the Compensation Committee uses this information primarily as background with respect to compensation plan design decisions and as a general reference point for pay levels. In selecting peer companies, the Compensation Committee seeks companies operating in similar industries (life insurers, insurance brokers, and wealth advisors), with a similar business model (target customer, independent sales force and profitability) and similar size (revenue and market capitalization) as well as the marketplace for certain skills needed by our executives (direct marketing). This approach reflects the uniqueness and complexity of Primerica’s product and service mix, as opposed to focusing on a more narrow view of Primerica as a traditional life insurance company, and it enables the Compensation Committee to make judgments based on the type of business in which the Company is engaged. Because of the unique nature of our business model, not all selected peer companies fit all identified criteria. The peer group for fiscal 2023 executive compensation is unchanged from that used during the previous three years. Although used as a primary basis for developing a peer group by certain proxy advisory firms, the Compensation Committee did not consider the Global Industry Classification Standard (“GICS”) code of potential peer companies. Although the Company’s GICS code characterizes it as a life or health insurance company, the GICS code of many of the peers classifies them as diversified financial services companies. As a result, the peer group considered by the Compensation Committee may differ from the peer group considered by certain proxy advisory firms. In fiscal 2022, the Compensation Committee completed a review of peer group compensation by comparing individual executive compensation for comparable positions. The Compensation Committee considered these analyses and findings as part of its overall decision-making process regarding fiscal 2023 executive compensation. The compensation peer group for fiscal 2023 is set forth below:

  80. The Compensation Setting Process

    | • | Evaluating the competitiveness of executive and director pay; |

  81. The Compensation Setting Process

    Management’s Role in Setting Executive Compensation Our Chief Executive Officer participated in setting the compensation of our other named executive officers for fiscal 2023 by providing feedback on each individual’s personal performance and making compensation recommendations to the Compensation Committee. Our named executive officers do not directly participate in determining their compensation, although they provide the Compensation Committee, and the Chief Executive Officer, as appropriate, with detailed reports on their personal achievements during the year. In making his recommendations, our Chief Executive Officer considered: (i) the individual’s performance and contributions to the Company and the achievement of the Company’s strategic objectives; (ii) the potential future contribution of the individual to the Company; and (iii) achievement of the Company’s business and financial goals, including the potential for the individual to make even greater contributions to the Company in the future than he or she has in the past, the risk that the individual may be recruited by a competitor, and market compensation data. The Compensation Committee discussed these recommendations with our Chief Executive Officer and in executive session with its independent compensation consultant. In addition, the Compensation Committee has delegated to our Chief Executive Officer and President authority to approve, within defined maximum award limits and outside of the annual equity award process, special grants of equity awards to employees other than our named executive officers.

  82. Post-Employment Compensation

    Post-Employment Compensation The Company has no executive deferred compensation plan or defined pension plan and has no agreements that trigger payouts solely due to a change of control of the Company. The Compensation Committee has approved employment agreements with each of our named executive officers that provide for severance and, in some cases, change-of-control benefits if the officer’s employment terminates upon a qualifying event or circumstance, such as being terminated without cause or leaving employment for good reason. Additional information regarding the employment agreements is found under “— Employment Agreements” below, and a quantification of benefits that would have been received by our named executive officers had their termination occurred on December 31, 2023 is found under “— Potential Payments and Other Benefits Upon Termination or Change of Control.” The Compensation Committee believes that severance benefits are an important part of a competitive overall compensation arrangement for our named executive officers and are consistent with the objective of attracting, motivating and retaining highly talented executives. The Compensation Committee also believes that such benefits will help to secure the continued employment and dedication of our named executive officers, mitigate concern that they might have regarding their continued employment prior to, or following, a change of control, and encourage independence and objectivity when considering possible transactions that may be in the best interests of our stockholders but may possibly result in the termination of their employment. Finally, the Compensation Committee believes that post-employment non-disclosure, non-competition and non-solicitation covenants to which our named executive officers have agreed in consideration for the Company providing these severance benefits are highly beneficial to the Company. In addition, the 2020 Incentive Plan provides that the Compensation Committee may require the reimbursement of cash or forfeiture of equity awards if it determines that an award was granted, vested or paid based on the achievement of performance criteria that would not have been granted, vested or paid absent fraud or misconduct, an event giving rise to a

  83. Post-Employment Compensation

    restatement of the Company’s financial statements or a significant write-off not in the ordinary course affecting the Company’s financial statements. Further, it provides that the Board or a committee of the Board may adopt a forfeiture, clawback or recoupment policy that covers additional circumstances, such as actions, failures to act, events or other activities that it considers detrimental to the Company. Stock Ownership Stock Ownership Guidelines The Compensation Committee recognizes the critical role that executive stock ownership has in aligning the interests of management with those of our stockholders. As such, we maintain stock ownership guidelines under which our “Executive Team” members (consisting of our four executive officers) are required to acquire and hold our common stock in an amount representing a multiple of base salary. In determining compliance with these guidelines, stock ownership includes shares beneficially owned by the participant (or by immediate family members) as well as unvested RSUs. Until the ownership guidelines are satisfied, our Executive Team members are required to hold 75% of the net shares received by them under the Company’s equity-based incentive compensation program (after having shares withheld to satisfy taxes associated with the vesting of RSUs and PSUs). The Compensation Committee reviews compliance with our stock ownership guidelines at least annually. PSUs, which represent 50% of the annual equity award to members of our Executive Team, and stock options do not count towards satisfaction of the guidelines. The Compensation Committee believes that it is general industry practice to exclude PSUs and stock options from the calculation of stock ownership for purposes of the guidelines because their dependency on stock price and/or future performance makes their realization, and the amount that may be realized, highly uncertain. As a result, the current holdings reflected below do not represent actual interests in our common stock. The following table sets forth the minimum stock ownership requirements and current holdings for our Executive Team members as of March 1, 2024.

  84. Equity Awards to Sales Representatives

    Equity Awards to Sales Representatives The Compensation Committee has delegated to our Chief Executive Officer authority to approve, within defined maximum award limits, widespread performance-based grants to members of the independent sales force. Management and the Compensation Committee believe that such awards incentivize performance and align the independent sales force with the interests of stockholders. The independent sales force awards are determined based on specific formulas that are intended to motivate performance, and factors include successful life insurance policy acquisitions and sales of investment and savings products. The following chart details all equity awards, including awards to the independent sales force, granted in fiscal 2023.

  85. Equity Awards to Sales Representatives

    | Number of Equity Awards | Type of Equity Award | Recipient Group | | 79,342 | Stock Payment Awards | Sales Representatives | | 42,315 | RSUs | Management Employees (Other Than Named Executive Officers) | | 18,356 | RSUs | Named Executive Officers | | 17,139 | PSUs | Named Executive Officers | | 6,480(1) | RSUs (or Deferred Stock Units in lieu thereof) | Board of Directors |

  86. Equity Awards to Sales Representatives

    | (1) Excludes deferred stock units granted pursuant to dividend reinvestment. |

  87. Risks Related to Compensation Policies and Practices

    | • | Discretion provided to our Board and the Compensation Committee to set targets, monitor performance and determine final payouts; |

  88. Risks Related to Compensation Policies and Practices

    | • | A mixture of programs that provide focus on both short- and long-term goals and that provide a mixture of cash and stock-based compensation; |

  89. Risks Related to Compensation Policies and Practices

    | • | Multiple measures in the short-term incentive plan, and multiple award types in the long-term incentive plan; |

  90. Risks Related to Compensation Policies and Practices

    | • | Incentive awards focused primarily on the use of reportable and broad-based financial metrics, with no one factor receiving an excessive weighting; |

  91. Risks Related to Compensation Policies and Practices

    | • | Capped incentive payouts; |

  92. Risks Related to Compensation Policies and Practices

    | • | Time-based and, with respect to named executive officers, performance-based vesting conditions with respect to equity awards; |

  93. Risks Related to Compensation Policies and Practices

    | • | The long-term ownership interests in the Company held by certain of our key executive officers. |

  94. Summary Compensation Table

    Summary Compensation Table The following table describes total compensation earned during fiscal 2023, fiscal 2022 and fiscal 2021 for our named executive officers.

  95. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | (J) | | Glenn J. Williams | 2023 | $600,000(1) | — | $2,199,910(1)(2) | — | $1,248,000(1)(3) | — | $131,650(4) | $4,179,560 | | Chief Executive Officer | 2022 | $700,000 | — | $2,749,851(6) | — | $1,212,400(1)(7) | — | $131,206 | $4,793,457 | | | 2021 | $750,000 | — | $2,749,801(8) | — | $1,432,500(9) | — | $123,324 | $5,055,625 | | Peter W. Schneider | 2023 | $550,000 | — | $1,749,777(2) | — | $1,040,000(3) | — | $90,227(4) | $3,430,004 | | President | 2022 | $550,000 | — | $1,749,929(6) | — | $866,000(7) | —(5) | $88,247 | $3,254,176 | | | 2021 | $550,000 | — | $1,499,917(8) | — | $955,000(9) | $1,223(5) | $74,963 | $3,081,103 | | Tracy X. Tan | 2023 | $104,167 | — | $249,972(2) | — | $520,000(3) | — | $9,631(4) | $883,700 | | Executive Vice President and Chief Financial Officer (from December 20, 2023) | | | | | | | | | | | Executive Vice President, Finance (October 16, 2023 to December 19, 2023) | | | | | | | | | | | Alison S. Rand | 2023 | $500,000 | — | $1,199,985(2) | — | $624,000(3) | — | $59,727(4) | $2,383,712 | | Executive Vice President and Chief Financial Officer (until December 20, 2023) | 2022 | $500,000 | — | $1,199,802(6) | — | $519,600(7) | — | $60,496 | $2,279,898 | | | 2021 | $500,000 | — | $999,850(8) | — | $573,000(9) | — | $59,513 | $2,132,363 | | Gregory C. Pitts | 2023 | $500,000 | — | $1,199,985(2) | — | $624,000(3) | — | $69,473(4) | $2,393,458 | | Executive Vice President and Chief Operating Officer | 2022 | $500,000 | — | $1,199,802(6) | — | $519,600(7) | — | $65,781 | $2,285,183 | | | 2021 | $500,000 | — | $999,850(8) | — | $573,000(9) | — | $60,874 | $2,133,724 |

  96. Summary Compensation Table

    | (1) At Mr. Williams’ request, the Compensation Committee reduced his compensation by 20% from September 1, 2022 through December 31, 2024. If not for this reduction, his base salary in each of 2022 and 2023 would have been $750,000, his 2023 stock award would have been $2,750,000 and his non-equity incentive plan compensation for 2022 and 2023 would have been $1,299,000 and $1,560,000, respectively. |

  97. Summary Compensation Table

    | (2) For all named executive officers other than Ms. Tan, represents a fixed value of time-based RSUs and PSUs granted in February 2023; the fixed value was split equally between time-based RSUs and PSUs. If maximum performance is achieved over the three-year performance period, then the executive would receive shares of our common stock representing 150% of the PSU awards. Assuming a constant stock price throughout the performance period, this results in PSUs with a value of a maximum of $1.7 million for Mr. Williams, $1.3 million for Mr. Schneider, and $900,000 for each of Ms. Rand and Mr. Pitts. For Ms. Tan, represents a fixed value of time-based RSUs granted in October 2023. In all cases, the per share value of each RSU and PSU was the closing price per share of our common stock on the trading day immediately preceding the grant date. For the valuation assumptions underlying the awards, see Note 1 to the Company’s audited financial statements for fiscal 2023 included in the 2023 Annual Report. |

  98. Summary Compensation Table

    | (3) Represents incentive awards paid in cash in March 2024 for performance in fiscal 2023. |

  99. Summary Compensation Table

    | (4) Perquisites and personal benefits included executive healthcare benefits, spousal travel and entertainment and gifts provided in connection with Company-sponsored meetings of the independent sales representatives, none of which exceeded the greater of $25,000 or 10% of the total of All Other Compensation. All Other Compensation also includes dividends paid on unvested equity awards and PSUs awards at delivery and the Company’s 401(k) plan matching contribution for fiscal 2023 as set forth below. |

  100. Summary Compensation Table

    | Name | Dividends on Unvested Equity Awards | Dividends on PSU Awards at Delivery | 401(k) Match | | Glenn J. Williams | $45,023 | $53,654 | $16,500 | | Peter W. Schneider | $29,324 | $29,262 | $16,500 | | Tracy X. Tan | $791 | — | $5,208 | | Alison S. Rand | $19,974 | $19,507 | $16,500 | | Gregory C. Pitts | $19,974 | $19,507 | $16,500 |

  101. Summary Compensation Table

    | Primerica 2024 Proxy Statement | 69 |

  102. Summary Compensation Table

    | (5) Represents the positive changes in the present value of the pension benefits for each named executive officer under The Citigroup Pension Plan and The Travelers Retirement Benefits Equalization Plan (the “Travelers Nonqualified Plan”). The amount of each named executive officer’s above-market or preferential earnings on compensation that was deferred on a basis that was not tax-qualified was $0. In 2022 and 2023, none of the named executive officers participated in the Citigroup plans and they are not entitled to any future benefits under such plans. |

  103. Summary Compensation Table

    | (6) Represents a fixed value of time-based RSUs and PSUs granted in February 2022. The fixed value was split equally between time-based RSUs and PSUs. If maximum performance is achieved over the three-year performance period, then the executive would receive shares of our common stock representing 150% of the PSU awards. This results in PSUs with a grant date value of a maximum of $2.1 million for Mr. Williams, $1.1 million for Mr. Schneider, and $750,000 for each of Ms. Rand and Mr. Pitts. In all cases, the per share value of each RSU and PSU was the closing price per share of our common stock on the trading day immediately preceding the grant date. For the valuation assumptions underlying the awards, see Note 1 to the Company’s audited financial statements for fiscal 2022 included in the Company’s Annual Report on Form 10-K for fiscal 2022. |

  104. Summary Compensation Table

    | (7) Represents incentive awards paid in cash in March 2023 for performance in fiscal 2022. |

  105. Summary Compensation Table

    | (8) Represents a fixed value of time-based RSUs and PSUs granted in February 2021. The fixed value was split equally between time-based RSUs and PSUs. If maximum performance is achieved over the three-year performance period, then the executive would receive shares of our common stock representing 150% of the PSU awards. This results in PSUs with a grant date value of a maximum of $2.1 million for Mr. Williams, $1.1 million for Mr. Schneider, and $750,000 for each of Ms. Rand and Mr. Pitts. In all cases, the per share value of each RSU and PSU was the closing price per share of our common stock on the trading day immediately preceding the grant date. For the valuation assumptions underlying the awards, see Note 1 to the Company’s audited financial statements for fiscal 2021 included in the Company’s Annual Report on Form 10-K for fiscal 2021. |

  106. Summary Compensation Table

    | (9) Represents incentive awards paid in cash in March 2022 for performance in fiscal 2021. |

  107. Summary Compensation Table

    Salary (Column C) Reflects base salary earned by our named executive officers. Bonus (Column D) Primerica has not awarded any non-incentive compensation (other than salary) to our named executive officers. Stock Awards (Column E) The dollar amounts for the awards represent the grant date fair value computed in accordance with GAAP, which is consistent with the value that the Compensation Committee considered when they determined the size of the awards except for minor discrepancies due to the inability to issue a fractional stock award. The ultimate value of the award will depend on the closing price per share of our common stock on the date that the award vests. Details about fiscal 2023 awards are included in the “Fiscal 2023 Grant of Plan-Based Awards Table.” Time-based RSUs vest ratably over three years. Option Awards (Column F) The Compensation Committee has not granted stock option awards since February 2016. Non-Equity Incentive Plan Compensation (Column G) These amounts reflect non-equity incentive plan compensation awards, which were earned by our named executive officers under the Incentive Plans based on corporate and personal performance during fiscal 2023, fiscal 2022 and fiscal 2021 and approved by the Compensation Committee in February 2024, February 2023 and February 2022, respectively. Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column H) These amounts represent the positive changes in the present value of the pension benefits for each named executive officer under The Citigroup Pension Plan and the Travelers Nonqualified Plan, which the executives participated in prior to our initial public offering in April 2010 (the “IPO”). These benefits were all provided under Citigroup plans; Primerica does not have a pension plan or a deferred compensation plan. During fiscal 2022 and fiscal 2023, none of the named executive officers participated in the Citigroup plans and they are not entitled to any future benefits under such plans. All Other Compensation (Column I) These amounts reflect the combined value of each named executive officer’s perquisites, personal benefits and compensation that is not otherwise reflected in the table.

  108. Fiscal 2023 Grants of Plan-Based Awards Table

    Fiscal 2023 Grants of Plan-Based Awards Table The following table provides information about each grant of plan-based awards made to our named executive officers during fiscal 2023. Each of the incentive awards was granted under, and is subject to the terms of, the 2020 Incentive Plan. Awards are transferable only to trusts established solely for the benefit of the grantee’s family members or to a beneficiary of a named executive officer upon his or her death. For a description of the material terms of the awards, see “– Compensation Discussion and Analysis (CD&A) – Fiscal 2023 Executive Compensation.”

  109. Fiscal 2023 Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock Awards | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | (J) | | Glenn J. Williams | | | | | | | | | | | • Short-Term Incentive Plan | (4) | N/A | $1,200,000 | $2,400,000 | | | | | | | • PSUs | 2/28/23 | | | | 2,969 | 5,938 | 8,907 | | $1,099,955 | | • Time-Based RSUs | 2/28/23 | | | | | | | 5,938 | $1,099,955 | | Peter W. Schneider | | | | | | | | | | | • Short-Term Incentive Plan | (4) | N/A | $1,000,000 | $2,000,000 | | | | | | | • PSUs | 2/28/23 | | | | 2,361 | 4,723 | 7,084 | | $874,889 | | • Time-Based RSUs | 2/28/23 | | | | | | | 4,723 | $874,889 | | Tracy X. Tan | | | | | | | | | | | • Short-Term Incentive Plan | (4) | $500,000(5) | $500,000 | $1,000,000 | | | | | | | • Time-Based RSUs | 10/16/23 | | | | | | | 1,217 | $249,972 | | Alison S. Rand | | | | | | | | | | | • Short-Term Incentive Plan | (4) | N/A | $600,000 | $1,200,000 | | | | | | | • PSUs | 2/28/23 | | | | 1,619 | 3,239 | 4,858 | | $599,992 | | • Time-Based RSUs | 2/28/23 | | | | | | | 3,239 | $599,992 | | Gregory C. Pitts | | | | | | | | | | | • Short-Term Incentive Plan | (4) | N/A | $600,000 | $1,200,000 | | | | | | | • PSUs | 2/28/23 | | | | 1,619 | 3,239 | 4,858 | | $599,992 | | • Time-Based RSUs | 2/28/23 | | | | | | | 3,239 | $599,992 |

  110. Fiscal 2023 Grants of Plan-Based Awards Table

    | (1) Represents cash incentive award amounts for each named executive officer for performance in fiscal 2023 that were paid in March 2024. |

  111. Fiscal 2023 Grants of Plan-Based Awards Table

    | (2) Represents PSUs that will be paid out in 2026 based on the Company’s average ROAE and average annual EPS growth for the performance period of 2023 through 2025. |

  112. Fiscal 2023 Grants of Plan-Based Awards Table

    | (3) Represents time-based RSUs granted under the Incentive Plan in February 2023 and, for Ms. Tan, in October 2023. |

  113. Fiscal 2023 Grants of Plan-Based Awards Table

    | (4) The annual cash incentive compensation earned for fiscal 2023 performance was approved by the Compensation Committee in February 2024 and paid in March 2024. |

  114. Fiscal 2023 Grants of Plan-Based Awards Table

    | (5) Ms. Tan’s employment agreement provides for a minimum non-equity incentive plan award for 2023 of $500,000. |

  115. Fiscal 2023 Grants of Plan-Based Awards Table

    | Primerica 2024 Proxy Statement | 71 |

  116. Fiscal 2023 Grants of Plan-Based Awards Table

    Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Columns C, D and E) These amounts reflect the annual incentive compensation amounts that could have been earned during fiscal 2023 based upon the achievement of performance goals. The target and maximum levels for our named executive officers are set annually by the Compensation Committee, and typically no cash incentive award is paid if threshold levels of corporate performance are not met. However, Ms. Tan’s employment agreement provides for a minimum non-equity incentive plan award for 2023 of $500,000. The annual cash incentive compensation earned for fiscal 2023 by our named executive officers was approved by the Compensation Committee in February 2024 and paid in March 2024. These amounts are reflected in column (G) of the “Summary Compensation Table.” Estimated Future Payouts Under Equity Incentive Plan Awards (Columns F, G and H) These amounts reflect the PSUs that were granted in February 2023. Shares of our common stock underlying those awards will be delivered in March 2026 only if pre-established performance goals are satisfied over the three-year performance period of 2023 through 2025. The number of shares of our common stock ultimately delivered will range from 0% to 150% of the number of PSUs, depending on performance. All Other Stock Awards (Column I) This column represents time-based RSUs granted in February 2023 and, for Ms. Tan, in October 2023. The restrictions on these RSUs lapse in equal installments on March 1 of each of the subsequent three years. Further, the restrictions on the RSUs lapse automatically upon the death of the grantee and upon the retirement of any employee so long as he or she is at least 55 years of age and his or her age plus years of service equals at least 75. In February 2023, the Compensation Committee revised the forms of RSU and PSU award agreements for the named executive officers to add a minimum notice period and a cooperation requirement to the definition of retirement. Upon disability of the grantee, the RSU continues to vest for 12 months and, if the grantee remains on approved disability leave, then the unvested portion vests as of the first anniversary of the commencement of such disability leave. Holders of RSUs do not have the right to vote or dispose of their RSUs, but the awards do receive dividend equivalents. Grant Date Fair Value of Stock Awards (Column J) The grant date fair value of RSUs and PSUs in this table is equal to the number of time-based RSUs and performance-based PSUs awarded multiplied by the closing price per share of our common stock on the trading day immediately preceding the grant date.

  117. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information regarding equity awards outstanding as of December 31, 2023 based on the closing price per share of our common stock on that date of $205.76. As of December 31, 2023, none of our named executive officers had any option awards outstanding.

  118. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Stock Awards | | | | | | | | | Equity Incentive Plan Awards | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Glenn J. Williams | 02/24/21 | 3,204(1) | $659,255 | 6,776(4) | $1,394,230(7) | | | 02/24/22 | 7,035(2) | $1,447,522 | 10,552(5) | $2,171,180(7) | | | 02/28/23 | 5,938(3) | $1,221,803 | 5,938(6) | $1,221,803(7) | | | | 16,177 | $3,328,580 | 23,266 | $4,787,212 | | Peter W. Schneider | 02/24/21 | 1,748(1) | $359,668 | 3,696(4) | $760,489(7) | | | 02/24/22 | 4,477(2) | $921,188 | 6,715(5) | $1,381,678(7) | | | 02/28/23 | 4,723(3) | $971,804 | 4,723(6) | $971,804(7) | | | | 10,948 | $2,252,660 | 15,134 | $3,113,972 | | Tracy X. Tan | 10/16/23 | 1,217(3) | $250,410 | — | $0 | | Alison S. Rand | 02/24/21 | 1,165(1) | $239,710 | 2,463(4) | $506,787(7) | | | 02/24/22 | 3,070(2) | $631,683 | 4,604(5) | $947,319(7) | | | 02/28/23 | 3,239(3) | $666,457 | 3,239(6) | $666,457(7) | | | | 7,474 | $1,537,850 | 10,306 | $2,120,563 | | Gregory C. Pitts | 02/24/21 | 1,165(1) | $239,710 | 2,463(4) | $506,787(7) | | | 02/24/22 | 3,070(2) | $631,683 | 4,604(5) | $947,319(7) | | | 02/28/23 | 3,239(3) | $666,457 | 3,239(6) | $666,457(7) | | | | 7,474 | $1,537,850 | 10,306 | $2,120,563 |

  119. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Represents RSUs scheduled to vest on March 1, 2024. |

  120. Outstanding Equity Awards at Fiscal Year-End Table

    | (2) Represents RSUs scheduled to vest in equal installments on March 1, 2024 and March 1, 2025. They automatically vest on the date that a recipient retires from the Company so long as he or she is at least 55 years of age and his or her age plus years of service equals at least 75. |

  121. Outstanding Equity Awards at Fiscal Year-End Table

    | (3) Represents RSUs scheduled to vest in equal annual installments on March 1, 2024, March 1, 2025 and March 1, 2026. They automatically vest on the date that a recipient retires from the Company so long as he or she is at least 55 years of age and his or her age plus years of service equals at least 75. |

  122. Outstanding Equity Awards at Fiscal Year-End Table

    | (4) Represents PSUs that vested on March 1, 2024 following completion of the three-year performance period of January 1, 2021 through December 31, 2023. The number of shares of our common stock earned was equal to 70.5% of the number of PSUs granted in 2021. |

  123. Outstanding Equity Awards at Fiscal Year-End Table

    | (5) Represents PSUs that vest on March 1, 2025 following completion of the three-year performance period of January 1, 2022 through December 31, 2024. The number of shares of our common stock earned will be between 0% and 150% of the number of PSUs awarded. |

  124. Outstanding Equity Awards at Fiscal Year-End Table

    | (6) Represents PSUs that vest on March 1, 2026 following completion of the three-year performance period of January 1, 2023 through December 31, 2025. The number of shares of our common stock earned will be between 0% and 150% of the number of PSUs awarded. |

  125. Outstanding Equity Awards at Fiscal Year-End Table

    | (7) Reflects that PSUs granted in 2021 were earned at 70.5% and assumes that all other outstanding PSUs are earned at target performance. |

  126. Outstanding Equity Awards at Fiscal Year-End Table

    | Primerica 2024 Proxy Statement | 73 |

  127. Fiscal 2023 Option Exercises and Stock Vested Table

    Fiscal 2023 Option Exercises and Stock Vested Table This table shows stock options that were exercised during fiscal 2023 as well as RSUs and PSUs held by our named executive officers for which restrictions lapsed during fiscal 2023. The dollar values shown in this table reflect the value realized on the option exercise date or the vesting date, as applicable, which differ from the grant date fair value disclosed elsewhere in this Proxy Statement.

  128. Fiscal 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($) (3) | | Glenn J. Williams | 16,715 | $2,487,963 | 19,543 | $3,751,083 | | Peter W. Schneider | 5,222 | $756,041 | 10,979 | $2,107,309 | | Tracy X. Tan | N/A | N/A | — | — | | Alison S. Rand | 21,651 | $3,022,365 | 7,361 | $1,412,870 | | Gregory C. Pitts | 16,334 | $2,264,928 | 7,361 | $1,412,870 |

  129. Fiscal 2023 Option Exercises and Stock Vested Table

    | (1) Represents the number of options exercised multiplied by the difference between the closing price per share on the date of exercise and the option exercise price. |

  130. Fiscal 2023 Option Exercises and Stock Vested Table

    | (2) Represents RSUs and PSUs delivered in 2023, which consists of one-third of the RSU awards granted in each of 2020, 2021 and 2023, and the delivery of the 2020 PSU award at 79.9% of target. Includes shares that were withheld for the payment of taxes due upon the vesting of the awards. |

  131. Fiscal 2023 Option Exercises and Stock Vested Table

    | (3) Represents the number of shares of our common stock delivered on March 1, 2023 multiplied by the closing price per share of our common stock of $191.94 on the trading day prior to such date. |

  132. Potential Payments and Other Benefits Upon Termination or Change of Control

    Potential Payments and Other Benefits Upon Termination or Change of Control As required by the rules of the SEC, this section describes payments that would have been made under employment agreements with our named executive officers as of December 31, 2023. These employment agreements included change-of-control provisions that were designed to provide protection to the executives so they are not distracted by their personal, professional and financial situations at a time when Primerica needs them to remain focused on their responsibilities, which is in Primerica’s best interests and those of all its stockholders. These agreements provided for a “double-trigger” payout only in the event of both: (i) a change of control; and (ii) the named executive officer is either terminated from his or her position other than for cause or terminates his or her employment for good reason within a limited period of time before or after the transaction. Potential payments to our named executive officers in the event of a change of control are reported below. These disclosed amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to the named executive officers, which would only be known at the time that they become eligible for payment. Further, the table does not reflect amounts that would vest upon the departure of a named executive officer who is retirement eligible at such time. The amounts shown in the table are the amounts that could be payable under plans and arrangements in place as of December 31, 2023 if the named executive officer’s employment had terminated as of that date. The table below does not include amounts to which our named executive officers would already be entitled that are described in the compensation tables appearing earlier in this Proxy Statement, including the value of equity awards that have already vested. The definitions of “cause,” “good reason” and “change of control” that were included in the employment agreements as of December 31, 2023 follow the table. A = Severance arrangement for termination without cause or for good reason B = Termination for cause C = Voluntary termination D = Termination without cause after a change of control E = Death or disability

  133. Potential Payments and Benefits

    Potential Payments and Benefits

  134. Potential Payments and Benefits

    | Name | | Cash Severance | Bonus Earned as of Event Date (1) | Sec 280G Excise Tax and Related Gross-Up (2) | Total Cash Payments | Vesting of Unvested Long-Term Awards (3) | Health and Welfare Continuation (4) | | Glenn J. Williams | A | $3,600,000(5) | $1,248,000 | — | $4,848,000 | $8,115,792 | $32,662 | | | B | — | — | — | — | — | — | | | C | — | $1,248,000 | — | $1,248,000 | — | — | | | D | $3,600,000(5) | $1,248,000 | — | $4,848,000 | $8,115,792 | $32,662 | | | E | — | $1,248,000 | — | $1,248,000 | $8,115,792 | $32,662 | | Peter W. Schneider | A | $1,550,000(6) | $1,040,000 | — | $2,590,000 | $4,905,936 | $35,677 | | | B | — | — | — | — | — | — | | | C | — | $1,040,000 | — | $1,040,000 | — | — | | | D | $2,325,000(7) | $1,040,000 | — | $3,365,000 | $4,905,936 | $35,677 | | | E | — | $1,040,000 | — | $1,040,000 | $4,905,936 | $35,677 | | Tracy X. Tan | A | $1,000,000(6) | $520,000 | — | $1,520,000 | $250,410 | $58,858 | | | B | — | — | — | — | — | — | | | C | — | $520,000 | — | $520,000 | — | — | | | D | $1,500,000(7) | $520,000 | — | $2,020,000 | $250,410 | $58,858 | | | E | — | $520,000 | — | $520,000 | $250,410 | $58,858 | | Alison S. Rand | A | $1,100,000(6) | $624,000 | — | $1,724,000 | $3,658,619 | $32,923 | | | B | — | — | — | — | — | — | | | C | — | $624,000 | — | $624,000 | — | — | | | D | $1,650,000(7) | $624,000 | — | $2,274,000 | $3,658,619 | $32,923 | | | E | — | $624,000 | — | $624,000 | $3,658,619 | $32,923 | | Gregory C. Pitts | A | $1,100,000(6) | $624,000 | — | $1,724,000 | $3,658,619 | $32,662 | | | B | — | — | — | — | — | — | | | C | — | $624,000 | — | $624,000 | — | — | | | D | $1,650,000(7) | $624,000 | — | $2,274,000 | $3,658,619 | $32,662 | | | E | — | $624,000 | — | $624,000 | $3,658,619 | $32,662 |

  135. Potential Payments and Benefits

    | (1) Our named executive officers are entitled to a pro rata share of the current fiscal year incentive awards in the event of termination without cause or after a change of control. Amounts in this table assume a termination date of December 31, 2023 and reflect cash incentive compensation earned for fiscal 2023 performance. |

  136. Potential Payments and Benefits

    | (2) No named executive officer is entitled to an excise tax gross-up payment under Section 4999 of the Internal Revenue Code of 1986, as amended. |

  137. Potential Payments and Benefits

    | (3) Reflects the aggregate value of outstanding RSUs and PSUs. With respect to RSUs, the value is equal to the closing price per share of our common stock on December 31, 2023, multiplied by the number of outstanding RSUs. With respect to PSUs, the value is equal to the number of PSUs granted, except that PSUs for the 2021-2023 performance period reflect the number of PSUs that vested on March 1, 2024, in each case multiplied by the closing price per share of our common stock on December 31, 2023. On December 31, 2023, the closing price per share of our common stock on the NYSE was $205.76. Upon termination without cause due to death or disability, or upon for good reason, the equity awards automatically vest in accordance with their terms. These values disregard the automatic vesting of awards upon the retirement of an eligible employee. PSUs vest at target in connection with a termination following a change of control or, or due to death or disability, and they are paid based on the actual earned amount at the end of the performance period in the event of termination without cause or for good reason. |

  138. Potential Payments and Benefits

    | (4) Health and welfare benefits are continued for up to 18 months from the separation date based on current elections and plan premiums. |

  139. Potential Payments and Benefits

    | (5) Cash severance is equal to 200% of the sum of current annual base salary and target bonus. At Mr. Williams’ request, the Compensation Committee reduced his compensation by 20% from September 1, 2022 through December 31, 2024. If not for this reduction, his cash severance would have been $4,500,000. |

  140. Potential Payments and Benefits

    | (6) Cash severance is equal to 100% of the sum of current annual base salary and target bonus. |

  141. Potential Payments and Benefits

    | (7) Cash severance is equal to 150% of the sum of current annual base salary and target bonus. |

  142. Potential Payments and Benefits

    | Primerica 2024 Proxy Statement | 75 |

  143. Potential Payments and Benefits

    A named executive officer’s rights upon the termination of his or her employment will depend upon the circumstances of the termination. Central to an understanding of the rights of each named executive officer under the employment agreements is an understanding of the definitions of “cause,” “good reason” and “change of control” that are used in those agreements. Cause means: (i) the executive’s willful misconduct or gross negligence that causes material harm to the Company; (ii) the executive’s habitual substance abuse; (iii) the executive’s willful and continued failure (other than as a result of physical or mental incapacity) to perform the duties of the executive’s position or to follow the legal direction of our Board following written notice from our Board specifying such failure; (iv) the executive’s being convicted of, or pleading guilty or nolo contendere to a felony or a crime involving moral turpitude; (v) the executive’s willful theft, embezzlement or act of comparable dishonesty against the Company; or (vi) a material breach by the executive of his or her employment agreement, which breach is not (if curable) cured by the executive within 30 days following his receipt of written notice thereof. For purposes of the definition of “cause,” no act or failure to act by the executive shall be considered willful unless it is done, or omitted to be done, in bad faith and without reasonable belief that the executive’s action or omission was in the best interests of the Company. Good Reason means: in the absence of the executive’s written consent, (i) a material diminution by the Company in the executive’s annual base salary or a material diminution in the executive’s target bonus opportunity as a percentage of the executive’s annual base salary; (ii) a material diminution in the executive’s authority, duties or responsibilities, provided that a change in the executive’s reporting relationship shall not constitute “good reason”; (iii) the Company requiring the executive’s principal business location to be at any office or location more than 50 miles from the executive’s principal business location as of immediately prior to such relocation (other than to an office or location closer to the executive’s home residence); or (iv) any material breach of the executive’s employment agreement by the Company. Change of Control means: (i) any person is or becomes a beneficial owner of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities (other than through acquisitions from the Company); (ii) any plan or proposal for the dissolution or liquidation of the Company is adopted by the stockholders of the Company; (iii) individuals who constitute our Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of our Board; provided, however, that any individual becoming a director whose election, or nomination for election by our stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than our Board; (iv) all or substantially all of the assets of the Company are sold, transferred or distributed; or (v) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company, in each case, with respect to which the stockholders of the Company immediately prior to such transaction do not, immediately after the transaction, own more than 50% of the combined voting power of the Company or other entity resulting from such transaction in substantially the same respective proportions as such stockholders’ ownership of the voting power of the Company immediately before such transaction.

  144. Pay Versus Performance (PVP)

    Pay Versus Performance (PVP) 3 The following table is required by the SEC and shows, for the years presented: (i) the total compensation for our Chief Executive Officer (who is our Principal Executive Officer (“PEO”)) and average total compensation for our other named executive officers, with total compensation in each case as reported in the Total column in the Summary Compensation Table located under “— Compensation Tables – Summary Compensation Table” (the “SCT Total”); and (ii) a calculated Compensation Actually Paid (“CAP”) value. The table also shows TSR for the Company and the S&P 500 Insurance Index, net income and a Company-selected financial performance measure of adjusted net operating income. See “Reconciliation of GAAP and Non-GAAP Financial Measures” in Exhibit A to this Proxy Statement for a reconciliation of net income to adjusted net operating income.

  145. Pay Versus Performance (PVP)

    | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2)(3) | Average Summary Compensation Table (SCT) Total for Non- PEO Named Executive Officers ($) (4) | Average Compensation Actually Paid (CAP) to Non- PEO Named Executive Officers ($) (2)(4)(5) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) (8)(9) | Adjusted Net Operating Income (8)(9) | | | | | | | Cumulative Company TSR ($) (6) | Cumulative Peer Group TSR ($) (6)(7) | | | | (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | | | | | | | | | (in millions) | | | 2023 | $4,179,560 | $6,878,786 | $2,272,719 | $3,529,861 | $166.58 | $158.28 | $576.6 | $581.4 | | 2022 | $4,793,457 | $4,208,898 | $2,606,419 | $2,377,579 | $113.26 | $144.86 | $467.0 | $536.9 | | 2021 | $5,055,625 | $6,453,617 | $2,449,063 | $3,036,476 | $120.40 | $131.54 | $476.0 | $566.2 | | 2020 | $5,279,867 | $5,680,952 | $2,424,433 | $2,594,569 | $103.91 | $99.56 | $386.2 | $391.6 |

  146. Pay Versus Performance (PVP)

    | (1) For all fiscal years presented, the PEO was Glenn J. Williams, our Chief Executive Officer. |

  147. Pay Versus Performance (PVP)

    | (2) We did not report a change in pension value for any of the years presented; therefore, no deduction from the SCT Total was made with respect to pension plan value. In addition, all dividends are reflected in the SCT Total. |

  148. Pay Versus Performance (PVP)

    | (3) To calculate the CAP to our PEO, the amounts set forth below were deducted from or added to the SCT Total as indicated. During the years presented: (a) our PEO did not participate in a pension plan; and (b) there were no options granted, no awards granted in a prior fiscal year which were forfeited in the covered fiscal year, no equity awards were granted which, vested in the same fiscal year and no equity awards failed to meet vesting conditions in the year. |

  149. Pay Versus Performance (PVP)

    Reconciliation of PEO SCT Total to CAP:

  150. Pay Versus Performance (PVP)

    | Year | SCT Total | DEDUCT Grant Date Fair Value of Equity Awards Granted in the Year as Reported in Summary Compensation Table | ADD Year End Fair Value of Equity Awards Granted in the Year that are Unvested as of Year End (i) | ADD Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested as of Year End (i) | ADD Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (ii) | Total Adjustments | CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (b) + (c) + (d) + (e) | (a) + (f) | | 2023 | $4,179,560 | $(2,199,910) | $2,443,606 | $1,943,968 | $511,562 | $2,699,226 | $6,878,786 | | 2022 | $4,793,457 | $(2,749,851) | $2,992,969 | $(330,241) | $(497,436) | $(584,559) | $4,208,898 | | 2021 | $5,055,625 | $(2,749,801) | $2,946,462 | $675,179 | $526,152 | $1,397,992 | $6,453,617 | | 2020 | $5,279,867 | $(2,749,920) | $3,033,247 | $128,983 | $(11,225) | $401,085 | $5,680,952 |

  151. Pay Versus Performance (PVP)

    | 3 | The material in this Pay Versus Performance (PVP) section shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement or any portion hereof into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts. |

  152. Pay Versus Performance (PVP)

    | Primerica 2024 Proxy Statement | 77 |

  153. Pay Versus Performance (PVP)

    | (i) Based on the closing price per share of our common stock on December 31, 2023, 2022, 2021, 2020 and 2019 of $205.76, $141.82, $153.27, $133.93, and $130.56, respectively. |

  154. Pay Versus Performance (PVP)

    | (ii) Based on the closing price per share of our common stock on the vesting dates of March 1, 2023, 2022, 2021 and 2020 of $185.24, $124.42, $146.66 and $111.34, respectively. For PSUs, reflects the actual number of shares paid out upon vesting (which is between 0% and 150% of the number of PSUs granted). |

  155. Pay Versus Performance (PVP)

    | (4) For 2020 through 2023, our non-PEO named executive officers consisted of Peter W. Schneider, Alison S. Rand and Gregory C. Pitts. Beginning on October 16, 2023, our non-PEO named executive officers also includes Tracy X. Tan. Because Ms. Tan was not an employee for all of 2023, her inclusion in the calculation of average compensation for non-PEO named executive officers lowers the value from what it would have been if she had been employed throughout 2023. |

  156. Pay Versus Performance (PVP)

    | (5) To calculate CAP to our named executive officers other than our PEO, the amounts set forth below were deducted from or added to the SCT Total as indicated. During the years presented, there were no options granted, no awards granted in a prior fiscal year which were forfeited in the covered fiscal year, no equity awards were granted and vested in the same fiscal year and no equity awards failed to meet vesting conditions in the year. |

  157. Pay Ratio

    Pay Ratio In August 2015, pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer. The stated purpose of the disclosure is to provide a measure of the equitability of pay within the organization. The Company’s PEO is Mr. G. Williams, our Chief Executive Officer. In determining the median employee, a listing was prepared of all employees as of December 1, 2023. The list of 3,426 employees included 553 employees who are characterized as “hours worked only employees”, most of whom teach insurance licensing classes. It excluded 16 of such employees with zero earnings in fiscal 2023. It also excluded individuals who are affiliated with the Company solely as independent contractors. The Company’s total number of U.S. and non-U.S. employees is 3,442. For simplicity, the median employee was identified based on earnings reflected on Internal Revenue Service Form W-2, Pakistani gross earnings and Canada Revenue Agency Form T4. We annualized wages and salaries for those employees that were not employed for the full year of 2023 and applied a U.S. dollar exchange rate to the compensation elements paid in foreign currency. The median amount was represented by an employee who works as an analyst on the Life Operations team at the Company’s home office in Duluth, Georgia. The annual total compensation for fiscal year 2023 for our Chief Executive Officer was $4,179,560 and for the median employee was $56,769. The resulting ratio of our Chief Executive Officer’s pay to the pay of our median employee for fiscal 2023 is estimated to be 74 to 1. If not for Mr. Williams’ request that the Compensation Committee reduce his compensation for 2023, his annual total compensation for 2023 would have been $5,191,501 and the pay ratio would have been estimated to be 91 to 1.

  158. Pay Ratio

    | Primerica 2024 Proxy Statement | 81 |

  159. Pay Ratio

    The Company believes that the pay ratio set forth above is a reasonable estimate that has been calculated in a manner consistent with the SEC’s rules. The SEC allows for multiple approaches and permits companies to rely on a number of assumptions in calculating its pay ratio. Therefore, our method of calculating pay ratio will differ from that used by other companies and investors should not consider pay ratio in isolation or as a substitute for analysis of the Company’s executive compensation program. Further, our Compensation Committee does not consider pay ratio in its development of the Company’s executive compensation program and does not use it in its determination of our Chief Executive Officer’s compensation.

  160. Directors and Executive Officers

    Directors and Executive Officers The following table furnishes information regarding beneficial ownership of our common stock by each director and director nominee, each named executive officer and our directors and executive officers as a group, all as of March 1, 2024. Unless otherwise noted, voting power and investment power in our common stock are exercisable solely by the named person. As of March 1, 2024, there were 34,696,600 shares of our common stock outstanding. The address for each of our directors, director nominees and executive officers is c/o Primerica, Inc., One Primerica Parkway, Duluth, Georgia 30099.

  161. Directors and Executive Officers

    | Name of Beneficial Owner | Aggregate Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | Additional Information | | John A. Addison, Jr. | 19,834 | * | Includes 3,548 vested RSUs. Excludes 180 RSUs that do not vest within 60 days. | | Joel M. Babbit | 13,051 | * | Includes 5,541 vested RSUs and 5,981 vested deferred stock units issued under the Non-Employee Director Deferred Compensation Plan. Excludes 180 deferred stock units that do not vest within 60 days. | | Amber L. Cottle | 1,666 | * | Represents vested deferred stock units issued under the Non-Employee Director Deferred Compensation Plan. Excludes 180 deferred stock units that do not vest within 60 days. | | Gary L. Crittenden | 20,564 | * | Includes 1,847 vested RSUs and 18,717 vested deferred stock units issued under the Non-Employee Director Deferred Compensation Plan. Excludes 180 deferred stock units that do not vest within 60 days. | | Cynthia N. Day | 17,582 | * | Represents vested deferred stock units issued under the Non-Employee Director Deferred Compensation Plan. Excludes 180 deferred stock units that do not vest within 60 days. | | Sanjeev Dheer | 4,394 | * | Excludes 180 RSUs that do not vest within 60 days. | | Beatriz R. Perez | 12,953 | * | Includes 3,371 vested RSUs and 9,582 vested deferred stock units issued under the Non-Employee Director Deferred Compensation Plan. Excludes 180 deferred stock units that do not vest within 60 days. |

  162. Directors and Executive Officers

    | Name of Beneficial Owner | Aggregate Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | Additional Information | | D. Richard Williams | 32,112 | * | Includes 3,548 vested RSUs and 7,482 vested deferred stock units issued under the Non-Employee Director Deferred Compensation Plan. Excludes 180 deferred stock units that do not vest within 60 days. | | Darryl L. Wilson | — | * | Excludes 131 RSUs that do not vest within 60 days. | | Barbara A. Yastine | 17,352 | * | Includes 13,106 vested deferred stock units issued under the Non-Employee Director Deferred Compensation Plan. Excludes 180 deferred stock units that do not vest within 60 days. | | Glenn J. Williams | 51,321 | * | Excludes 11,968 RSUs and 20,981 PSUs that do not vest within 60 days. | | Peter W. Schneider | 14,759 | * | Excludes 8,961 RSUs and 17,497 PSUs that do not vest within 60 days. | | Gregory C. Pitts | 7,138 | * | Excludes 6,145 RSUs and 10,293 PSUs that do not vest within 60 days. | | Tracy X. Tan | 284 | * | Excludes 2,853 RSUs and 2,041 PSUs that do not vest within 60 days. | | Alison S. Rand | 9,180 | * | Excludes 6,145 RSUs and 10,293 PSUs that do not vest within 60 days. | | All directors and executive officers as a group (14 people)** | 213,010 | * | |

  163. Directors and Executive Officers

    * Less than one percent ** Excludes Ms. Rand, who was not an executive officer as of March 1, 2024.

  164. Directors and Executive Officers

    | Primerica 2024 Proxy Statement | 91 |

  165. Proxy Access Director Nominees

    Proxy Access Director Nominees A stockholder or group of no more than 20 stockholders that has owned at least 3% of our common stock for at least three years may nominate directors to our Board and have those nominees included in our proxy materials to be voted on at the Company’s Annual Meeting of Stockholders. The maximum number of stockholder nominees that will be included in our proxy materials with respect to any such annual meeting is the greater of (i) two or (ii) 20% of directors to be elected. For proxy access nominees to be considered at the 2025 Annual Meeting, the nomination notice must be received by the Corporate Secretary no earlier 5:00 p.m. local time on October 29, 2024 and no later than 5:00 p.m. local time on November 27, 2024. Among other things, the notice must include the information and documents described in the Company’s By-Laws. Except for a nomination of a director to our Board made by a stockholder in compliance with: (i) the notice requirements for director nominations set forth in the Company’s By-Laws (see “- Other Proposal and Director Nominees” below), and (ii) Rule 14a-19 under the Exchange Act, compliance with the proxy access provisions set forth in the Company’s By-Laws is the exclusive method for stockholders to include nominees for election to the Board in our proxy materials.

  166. Other Proposals and Director Nominees

    Other Proposals and Director Nominees Our Board and management do not currently intend to bring before the Annual Meeting any matters other than those disclosed in the Notice of Annual Meeting of Stockholders, nor are they

  167. Other Proposals and Director Nominees

    | Primerica 2024 Proxy Statement | 101 |

  168. Other Proposals and Director Nominees

    OTHER STOCKHOLDER INFORMATION aware of any business which other persons intend to present at the Annual Meeting. Should any other matter or business requiring a vote of stockholders arise, the Proxy Committee intends to exercise the authority conferred by the proxy and vote the shares represented thereby in respect of any such other matter or business in accordance with its best judgment in the interest of the Company. If a stockholder would like to bring a matter before a meeting that is not the subject of a proposal that meets the SEC proxy rule requirements for inclusion in the proxy statement, the stockholder must follow procedures in the Company’s By-Laws in order to personally present the proposal at the meeting. One of the procedural requirements in the Company’s By-Laws is timely notice in writing of the business the stockholder proposes to bring before the meeting. Notice of business proposed to be brought before the 2025 Annual Meeting must be received by the Company’s Corporate Secretary no earlier than by 5:00 p.m. local time on January 5, 2025, and no later than 5:00 p.m. local time on February 7, 2025. Among other things, the notice must describe the business proposed to be brought before the meeting, the reasons for conducting the business at the meeting, and any material interest of the stockholder in the business. Pursuant to Rule 14a-4 under the Exchange Act, if a stockholder notifies the Company after February 11, 2025 of an intent to present a proposal at the 2025 Annual Meeting (and for any reason the proposal is voted upon at the 2025 Annual Meeting), then the Proxy Committee will have the right to exercise discretionary voting authority with respect to the proposal without including information regarding the proposal in its proxy materials. A stockholder also may directly nominate someone for election as a director at a stockholders’ meeting. Under the Company’s By-Laws, a stockholder may nominate a candidate at the 2025 Annual Meeting by providing advance notice to the Company to the Corporate Secretary that is received no earlier than 5:00 p.m. local time on January 8, 2025, and no later than 5:00 p.m. local time on February 7, 2025. Such notice shall contain all of the information specified in the Company’s By-Laws, and the nominating stockholder must comply with the applicable requirements of Rule 14a-9 under the Exchange Act. In the event that the date of the 2025 Annual Meeting is more than 30 days before or more than 60 days after the anniversary date of the Annual Meeting, the notice must be delivered to the Company’s Corporate Secretary not earlier than the 120th day prior to the 2025 Annual Meeting and not later than the later of the 90th day prior to the 2025 Annual Meeting or, if the first public announcement of the date of the 2025 Annual Meeting is less than 100 days prior to the date of the 2025 Annual Meeting, the 10th day following the day on which public announcement of the date of the 2025 Annual Meeting is first made by the Company. A copy of the procedures and requirements related to the above matters is available upon request from the Corporate Secretary or can be found on our investor relations website at https://investors.primerica.com. The notices required above must be sent to the Corporate Secretary, Primerica, Inc., One Primerica Parkway, Duluth, Georgia 30099, or by fax to 470-564-7202. By Order of Our Board, Stacey K. Geer Corporate Secretary Duluth, Georgia